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                                                                   Exhibit 10.34

                                           1997 Edition - Electronic Format

                                                        AIA Document B141 - 1997

Standard Form of Agreement Between Owner and Architect
with Standard Form of Architect's Services

TABLE OF ARTICLES

         1.1      INITIAL INFORMATION

         1.2      RESPONSIBILITIES OF THE PARTIES

         1.3      TERMS AND CONDITIONS

         1.4      SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS

         1.5      COMPENSATION

AGREEMENT made as of the 8th day of July in the year 2002. This Agreement is
intended to cover the services of the Architect on the Project, whether
performed before or after the date of this Agreement.

(In words, indicate day, month and year)


BETWEEN the Architect's client identified as the Owner:

(Name, address and other information)

Advancis Pharmaceutical Corporation
656 Quince Orchard Road, Suite 220
Gaithersburg, Maryland 20878

and the Architect:

(Name, address and other information)

Gaudreau, Inc.
810 Light Street

Baltimore, Maryland 21230

For the following Project:

(Include detailed description of Project)

Design and Construction of Tenant Improvements for Lot 4, Seneca Meadows,
Gaithersburg, Maryland, as defined in the Schematic Design Report dated May 3,
2002, attached hereto as Attachment "A".

The Owner and Architect agree as follows.

ARTICLE 1.1       INITIAL INFORMATION

         1.1.1. This Agreement is based on the following information and
         assumptions.

         (Note the disposition for the following items by inserting the
         requested information or a statement such as "not applicable,"

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(C)1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987,(C)1997 by The American Institute of Architects. Reproduction of the
material herein or substantial quotation of its provisions without written
permission of the AIA violates the copyright laws of the United States and will
subject the violator to legal prosecution. WARNING: Unlicensed photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced in accordance with your license without violation until the date of
expiration as noted below. expiration as noted below. User Document:
b141-advancis-5-15-02.aia - 7/25/2002. AIA License Number 1000347, which expires
on 11/4/2002.                                                                  1
<PAGE>
         "unknown at time of execution" or "to be determined later by mutual
         agreement.")

         1.1.2. PROJECT PARAMETERS

         1.1.2.1. The objective or use is:

         (Identify or describe if appropriate, proposed use or goals.)

         To provide design and construction administration services pursuant to
         this Agreement, consisting of approximately 51,000 s.f. of space for
         use as office, laboratory support and product development.

         1.1.2.2. The physical parameters are:

         (Identify or describe, if appropriate, size, location, dimensions, or
         other pertinent information, such as geotechnical reports about the
         site.)

         The Work consists of Tenant Improvements within the Base Building, to
         be designed and constructed by others. The Work includes the design of
         new improvements inside the facility, limited modifications to the
         building shell to support roof top equipment, and planning for new
         mechanical and electrical equipment on the building exterior.

         1.1.2.3. The Owner's Program, as prepared by the Architect is:

         (Identify documentation or state the manner in which the program will
         be developed.)

         Set forth in Attachment A.

         1.1.2.4. The legal parameters are:

         (Identify pertinent legal information, including, if appropriate, land
         surveys and legal descriptions and restrictions of the site.)

         1.1.2.5. The financial parameters are as follows.

                  .1       Amount of the Owner's overall budget for the Project,
                           including the Architect's compensation, is:
                           $8,368,332.00 (plus Capital costs and permits.)

                  .2       Amount of the Owner's budget for the Cost of the
                           Work, excluding the Architect's compensation, is
                           $7,944,569.00 (Barclay White costs only)

         1.1.2.6. The time parameters are:

         (Identify, if appropriate, milestone dates, durations or fast track
         scheduling.)

         See Attachment A.

         1.1.2.7. The proposed procurement or delivery method for the Project
         is:

         (Identify method such as competitive bid, negotiated contract, or
         construction management.)

         Negotiated GMP by agreement with a Construction Manager.

         1.1.2.8. Other parameters are:

         (Identify special characteristics or needs of the Project such as
         energy, environmental or historic preservation requirements.)

         N/A.

         1.1.3. PROJECT TEAM

         1.1.3.1. The Owner's Designated Representative is:

         (List name, address and other information.)

         Steven A.Shallcross, Senior V.P., Chief Financial Officer

         A new or different Owner's Designated Representative may be designated
         by Owner in writing by Mr. Shallcross.

         1.1.3.2. The persons or entities, in addition to the Owner's Designated
         Representative, who are required to review the Architect's submittals
         to the Owner are:

         (List name, address and other information.)

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(C)1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987,(C)1997 by The American Institute of Architects. Reproduction of the
material herein or substantial quotation of its provisions without written
permission of the AIA violates the copyright laws of the United States and will
subject the violator to legal prosecution. WARNING: Unlicensed photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced in accordance with your license without violation until the date of
expiration as noted below. expiration as noted below. User Document:
b141-advancis-5-15-02.aia - 7/25/2002. AIA License Number 1000347, which expires
on 11/4/2002.                                                                  2
<PAGE>
         1.1.3.3. The Owner's other consultants and contractors are:

         (List discipline and, if known, identify them by name and address.)

         1. Landlord

         2. Barclay White Skanska, Construction Manager

         3. Other Consultants/Contractors as identified by Owner.

         4. Facility Planning Consultants

         1.1.3.4. The Architect's Designated Representative is:

         (List name, address and other information.)

         William A.L. Gaudreau. AIA. President

         Richard Williams, AIA, Senior Associate


         1.1.3.5. The consultants retained at the Architect's expense are:

         (List discipline and, if known, identify them byname and address.)

         Schlenger / Pitz & Associates, Inc.

         The retention of any consultant by the Architect not identified above
         shall be subject to the prior approval of the Owner, which approval
         shall not be unreasonably withheld. The Architect shall be responsible
         for the quality, coordination and assimilation of any services
         performed by the Architect's Consultants. All requirements set forth in
         this Agreement. including but not limited to those related to records,
         payments, ownership of Documents and confidentiality shall apply to the
         Architect's consultants.

         1.1.4. Other important initial information is:

         The design and construction of the Base Building is to be provided by
         the Landlord pursuant to the Lease Agreement. The Construction of the
         Tenant Improvements, or a portion thereof, is to be provided by the
         Owner's Contractor. The Architect shall maintain communication and
         shall coordinate with the Owner, the Owner's separate consultants
         identified to the Architect, the Landlord, and the Construction Manager
         as necessary to facilitate the timely and proper performance of the
         Architect's Services hereunder and completion of the Project in the
         interests of the Owner. In addition, the Architect shall coordinate the
         architectural and engineering planning, design and construction
         documents with the planning, design, construction and as-built
         documents of the Landlord.

         1.1.5. When the services under this Agreement include contract
         administration services, the General Conditions of the Contract for
         Construction shall be the edition of AIA Document A201 current as of
         the date of this Agreement, or as follows:

         AIA A201 as modified by Owner and Construction Manager.

         1.1.6. The information contained in this Article 1.1 may be reasonably
         relied upon by the Owner and Architect in determining the Architect's
         compensation. Both parties, however, recognize that such information
         may change and, in that event, the Owner and the Architect shall
         negotiate appropriate adjustments in schedule, compensation and Change
         in Services in accordance with Paragraph 1.3.3.

ARTICLE 1.2       RESPONSIBILITIES OF THE PARTIES

         1.2.1. The Owner and the Architect shall cooperate with one another to
         fulfill their respective obligations under this Agreement. Both parties
         shall endeavor to maintain good working relationships among all members
         of the Project team.

         1.2.2. OWNER


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(C)1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987,(C)1997 by The American Institute of Architects. Reproduction of the
material herein or substantial quotation of its provisions without written
permission of the AIA violates the copyright laws of the United States and will
subject the violator to legal prosecution. WARNING: Unlicensed photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced in accordance with your license without violation until the date of
expiration as noted below. expiration as noted below. User Document:
b141-advancis-5-15-02.aia - 7/25/2002. AIA License Number 1000347, which expires
on 11/4/2002.                                                                  3
<PAGE>
         1.2.2.1. Unless otherwise provided under this Agreement, the Owner
         shall provide full information in a timely manner regarding
         requirements for and limitations on the Project. The Owner shall
         furnish to the Architect, within 15 days after receipt of a written
         request, information necessary and relevant for the Architect to
         evaluate, give notice of or enforce lien rights.

         1.2.2.2. The Owner shall periodically update the budget for the
         Project, including that portion allocated for the Cost of the Work. The
         Owner shall not significantly increase or decrease the overall budget,
         the portion of the budget allocated for the Cost of the Work, or
         contingencies included in the overall budget or a portion of the
         budget, without the agreement of the Architect to a corresponding
         change in the Project scope and quality.

         1.2.2.3. The Owner's Designated Representative identified in Paragraph
         1.1.3 shall be authorized to act on the Owner's behalf with respect to
         the Project. The Owner or the Owner's Designated Representative shall
         render decisions in a timely manner pertaining to documents submitted
         by the Architect in order to avoid unreasonable delay in the orderly
         and sequential progress of the Architect's services.

         1.2.2.4. The Owner shall furnish the services of consultants other than
         those designated in Paragraph 1.1.3 or authorize the Architect to
         furnish them as a Change in Services when such services are requested
         by the Architect and are reasonably required by the scope of the
         Project.

         1.2.2.5. Unless otherwise provided in this Agreement, the Owner shall
         furnish tests, inspections and reports required by law or the Contract
         Documents, such as structural, mechanical, and chemical tests, tests
         for air and water pollution, and tests for hazardous materials.

         1.2.2.6. The Owner shall furnish all legal, insurance and accounting
         services, including auditing services, that may be reasonably necessary
         at any time for the Project to meet the Owner's needs and interests.

         1.2.2.7. The Owner shall provide prompt written notice to the Architect
         if the Owner becomes aware of any fault or defect in the Project,
         including any errors, omissions or inconsistencies in the Architect's
         Instruments of Service.

         1.2.3. ARCHITECT

         1.2.3.1. The services performed by the Architect, Architect's employees
         and Architect's consultants shall be as enumerated in Article 1.4 and
         as further set forth in Rider #1, to Standard Form of Agreement Between
         Owner and Architect.

         1.2.3.2. The Architect's services shall be performed as expeditiously
         as is consistent with professional skill and care and the orderly
         progress of the Project. The Architect shall submit for the Owner's
         approval a schedule for the performance of the Architect's services
         which initially shall be consistent with the time periods established
         in Subparagraph 1.1.2.6 and which shall be adjusted, subject to Owner's
         approval, if necessary, as the Project proceeds. This schedule shall
         include allowances for periods of time required for the Owner's review,
         for the performance of the Owner's consultants, and for approval of
         submissions by authorities having jurisdiction over the Project. Time
         limits established by this schedule approved by the Owner shall not,
         except for reasonable cause, be exceeded by the Architect or Owner.

         1.2.3.3. The Architect's Designated Representative identified in
         Paragraph 1.1.3 shall be authorized to act on the Architect's behalf
         with respect to the Project.

         1.2.3.4. The Architect shall maintain the confidentiality of
         information specifically designated as


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(C)1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987,(C)1997 by The American Institute of Architects. Reproduction of the
material herein or substantial quotation of its provisions without written
permission of the AIA violates the copyright laws of the United States and will
subject the violator to legal prosecution. WARNING: Unlicensed photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced in accordance with your license without violation until the date of
expiration as noted below. expiration as noted below. User Document:
b141-advancis-5-15-02.aia - 7/25/2002. AIA License Number 1000347, which expires
on 11/4/2002.                                                                  4
<PAGE>
         confidential by the Owner, unless withholding such information would
         violate the law, create the risk of significant harm to the public or
         prevent the Architect from establishing a claim or defense in an
         adjudicatory proceeding. The Architect shall require of the Architect's
         consultants similar agreements to maintain the confidentiality of
         information specifically designated as confidential by the Owner.

         1.2.3.5. Except with the Owner's knowledge and consent, the Architect
         shall not engage in any activity, or accept any employment, interest or
         contribution that would reasonably appear to compromise the Architect's
         professional judgment with respect to this Project.

         1.2.3.6. The Architect shall review laws, codes, and regulations
         applicable to the Architect's services. The Architect shall respond in
         the design of the Project to requirements imposed by governmental
         authorities having jurisdiction over the Project.

         1.2.3.7. The Architect shall be entitled to rely on the accuracy and
         completeness of services and information furnished by the Owner. The
         Architect shall provide prompt written notice to the Owner if the
         Architect becomes aware of any errors, omissions or inconsistencies in
         such services or information.

ARTICLE 1.3       TERMS AND CONDITIONS

         1.3.1. COST OF THE WORK

         1.3.1.1. The Cost of the Work shall be the total cost or, to the extent
         the Project is not completed, the estimated cost to the Owner of all
         elements of the Project designed or specified by the Architect.

         1.3.1.2. The Cost of the Work shall include the cost at current market
         rates of labor and materials furnished by the Owner and equipment
         designed, specified, selected or specially provided for by the
         Architect, including the costs of management or supervision of
         construction or installation provided by a separate construction
         manager or contractor, plus a reasonable allowance for their overhead
         and profit, but only if included in the budget specified in Paragraph
         1.1.2.5. In addition, a reasonable allowance for contingencies shall be
         included for market conditions at the time of bidding and for changes
         in the Work.

         1.3.1.3. The Cost of the Work does not include the compensation of the
         Architect and the Architect's consultants, the costs of the land,
         rights-of-way and financing or other costs that are the responsibility
         of the Owner.

         1.3.2. INSTRUMENTS OF SERVICE

         1.3.2.1. Drawings, specifications and other documents, including those
         in electronic form, prepared by the Architect and the Architect's
         consultants are Instruments of Service for use solely with respect to
         this Project. The Architect and the Architect's consultants shall be
         deemed the authors and owners of their respective Instruments of
         Service and shall retain all common law, statutory and other reserved
         rights, including copyrights.

         1.3.2.2. Upon execution of this Agreement, the Architect grants to the
         Owner a nonexclusive license to reproduce the Architect's Instruments
         of Service solely for purposes of constructing, using and maintaining
         the Project, provided that the Owner shall-comply with all obligations,
         including prompt payment of all sums when due, under this Agreement.
         The Architect shall obtain similar nonexclusive licenses from the
         Architect's consultants consistent with this Agreement. If and upon
         the date the Architect is adjudged


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(C)1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987,(C)1997 by The American Institute of Architects. Reproduction of the
material herein or substantial quotation of its provisions without written
permission of the AIA violates the copyright laws of the United States and will
subject the violator to legal prosecution. WARNING: Unlicensed photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced in accordance with your license without violation until the date of
expiration as noted below. expiration as noted below. User Document:
b141-advancis-5-15-02.aia - 7/25/2002. AIA License Number 1000347, which expires
on 11/4/2002.                                                                  5


<PAGE>
         in default of this Agreement, or upon any termination by Owner in
         accordance with the terms hereof, the foregoing license shall be deemed
         terminated and replaced by a second, nonexclusive license permitting
         the Owner to authorize other similarly credentialed design
         professionals to reproduce and, where permitted by law, to make
         changes, corrections or additions to the Instruments of Service solely
         for purposes of completing, using and maintaining the Project. See
         Rider #1. Section 2.

         1.3.2.3. Except for the licenses granted in Subparagraph 1.3.2.2, no
         other license or right shall be deemed granted or implied under this
         Agreement. The Owner shall not assign, delegate, sublicense, pledge or
         otherwise transfer any license granted herein to another party without
         the prior written agreement of the Architect. However, the Owner shall
         be permitted to authorize the Contractor, Subcontractors,
         Sub-subcontractors and material or equipment suppliers to reproduce
         applicable portions of the Instruments of Service appropriate to and
         for use in their execution of the Work by license granted in
         Subparagraph 1.3.2.2. Submission or distribution of Instruments of
         Service to meet official regulatory requirements or for similar
         purposes in connection with the Project is not to be construed as
         publication in derogation of the reserved rights of the Architect and
         the Architect's consultants. The Owner shall not use the Instruments of
         Service for future additions or alterations to this Project or for
         other projects, unless the Owner obtains the prior written agreement of
         the Architect and the Architect's consultants. Any unauthorized use of
         the Instruments of Service shall be at the Owner's sole risk and
         without liability to the Architect and the Architect's consultants.

         1.3.2.4. Prior to the Architect providing to the Owner any Instruments
         of Service in electronic form or the Owner providing to the Architect
         any electronic data for incorporation into the Instruments of Service,
         the Owner and the Architect shall by separate written agreement set
         forth the specific conditions governing the format of such Instruments
         of Service or electronic data, including any special limitations or
         licenses not otherwise provided in this Agreement.

         1.3.3. CHANGE IN SERVICES

         1.3.3.1. Change in Services of the Architect, including services
         required of the Architect's consultants, may be accomplished after
         execution of this Agreement, without invalidating the Agreement, if
         mutually agreed in writing, if required by circumstances beyond the
         Architect's control, or if the Architect's services are affected as
         described in Subparagraph 1.3.3.2. In the absence of mutual agreement
         in writing, the Architect shall notify the Owner prior to providing
         such services. If the Owner deems that all or a part of such Change in
         Services is not required, the Owner shall give prompt written notice to
         the Architect, and the Architect shall have no obligation to provide
         those services. Except for a change due to the fault of the Architect,
         Change in Services of the Architect shall entitle the Architect to an
         adjustment in compensation pursuant to Paragraph 1.5.2, and to any
         Reimbursable Expenses described in Subparagraph 1.3.9.2 and Paragraph
         1.5.5. See Rider #1. Section 3.

         1.3.3.2. If any of the following circumstances affect the Architect's
         services for the Project, the Architect shall be entitled to an
         appropriate adjustment in the Architect's schedule and compensation:

                  .1       change in the instructions or approvals given by the
                           Owner that necessitate revisions in Instruments of
                           Service;

                  .2       enactment or revision of codes, laws or regulations
                           or official interpretations which necessitate changes
                           to previously prepared Instruments of Service;

                  .3       decisions of the Owner not rendered in a timely
                           manner;

                  .4       significant change in the Project including, but not
                           limited to, size, quality, complexity, the Owner's
                           schedule or budget, or procurement method;

                  .5       failure of performance on the part of the Owner or
                           the Owner's consultants or contractors;

                  .6       preparation for and attendance at a public hearing, a
                           dispute resolution proceeding or a legal proceeding
                           except where the Architect is party thereto;


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(C)1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987,(C)1997 by The American Institute of Architects. Reproduction of the
material herein or substantial quotation of its provisions without written
permission of the AIA violates the copyright laws of the United States and will
subject the violator to legal prosecution. WARNING: Unlicensed photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced in accordance with your license without violation until the date of
expiration as noted below. expiration as noted below. User Document:
b141-advancis-5-15-02.aia - 7/25/2002. AIA License Number 1000347, which expires
on 11/4/2002.                                                                  6
<PAGE>
                  .7       change in the information contained in Article 1.1.

         1.3.4. MEDIATION

         1.3.4.1.

         1.3.4.2. See Rider Section 4.

         1.3.4.3. The parties shall share the mediator's fee and any filing fees
         equally. The mediation shall be held in the place where the Project is
         located, unless another location is mutually agreed upon. Agreements
         reached in mediation shall be enforceable as settlement agreements in
         any court having jurisdiction thereof.

         1.3.5. ARBITRATION

         1.3.5.1.

         1.3.5.4.

         1.3.5.5.


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(C)1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987,(C)1997 by The American Institute of Architects. Reproduction of the
material herein or substantial quotation of its provisions without written
permission of the AIA violates the copyright laws of the United States and will
subject the violator to legal prosecution. WARNING: Unlicensed photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced in accordance with your license without violation until the date of
expiration as noted below. expiration as noted below. User Document:
b141-advancis-5-15-02.aia - 7/25/2002. AIA License Number 1000347, which expires
on 11/4/2002.                                                                  7


<PAGE>
         1.3.6. CLAIMS FOR CONSEQUENTIAL DAMAGES

         1.3.7. MISCELLANEOUS PROVISIONS

         1.3.7.1.

         1.3.7.2.

         1.3.7.3. Causes of action between the parties to this Agreement
         pertaining to acts or failures to act shall be deemed to have accrued
         and the applicable statutes of limitations shall commence to run not
         later than either the date of Substantial Completion for acts or
         failures to act occurring prior to Substantial Completion or the date
         of issuance of the final Certificate for Payment for acts or failures
         to act occurring after Substantial Completion. In no event shall such
         statutes of limitations commence to run any later than the date when
         the Architect's services are substantially completed.

         1.3.7.4. To the extent damages are covered by property insurance during
         construction, the Owner and the Architect waive all rights against each
         other and against the contractors, consultants, agents and employees of
         the other for damages, except such rights as they may have to the
         proceeds of such insurance as set forth in the edition of AIA Document
         A201, General Conditions of the Contract for Construction, current as
         of the date of this Agreement. The Owner or the Architect, as
         appropriate, shall require of the contractors, consultants, agents and
         employees of any of them similar waivers in favor of the other parties
         enumerated herein.

         1.3.7.5. Nothing contained in this Agreement shall create a contractual
         relationship with or a cause of action in favor of a third party
         against either the Owner or Architect.

         1.3.7.6. Unless otherwise provided in this Agreement, the Architect and
         Architect's consultants shall have no responsibility for the discovery,
         presence, handling, removal or disposal of or exposure of persons to
         hazardous materials or toxic substances in any form at the Project
         site.

         1.3.7.7. The Architect shall have the right to include photographic or
         artistic representations of the design of the Project among the
         Architect's promotional and professional materials. The Architect shall
         be given reasonable access to the completed Project to make such
         representations. However, the Architect's materials shall not include
         the Owner's confidential or proprietary information if the Owner has
         previously advised the Architect in writing of the specific information
         considered by the Owner to be confidential or proprietary. The Owner
         shall provide professional credit for the Architect in the Owner's
         promotional materials for the Project.

         1.3.7.8. If the Owner requests the Architect to execute certificates,
         the proposed language of such certificates shall be submitted to the
         Architect for review at least 14 days prior to the requested dates of
         execution. The Architect shall not be required to execute certificates
         that would require knowledge, services or responsibilities beyond the
         scope of this Agreement.

         1.3.7.9. The Owner and Architect, respectively, bind themselves, their
         partners, successors, assigns and legal representatives to the other
         party to this Agreement and to the partners, successors, assigns and
         legal representatives of such other party with respect to all covenants
         of this Agreement.


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(C)1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987,(C)1997 by The American Institute of Architects. Reproduction of the
material herein or substantial quotation of its provisions without written
permission of the AIA violates the copyright laws of the United States and will
subject the violator to legal prosecution. WARNING: Unlicensed photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced in accordance with your license without violation until the date of
expiration as noted below. expiration as noted below. User Document:
b141-advancis-5-15-02.aia - 7/25/2002. AIA License Number 1000347, which expires
on 11/4/2002.                                                                  8


<PAGE>
         Neither the Owner nor the Architect shall assign this Agreement without
         the written consent of the other, except that the Owner may assign this
         Agreement to an institutional lender providing financing for the
         Project. In such event, the lender shall assume the Owner's rights and
         obligations under this Agreement. The Architect shall execute all
         consents reasonably required to facilitate such assignment.

         1.3.8. TERMINATION OR SUSPENSION

         1.3.8.1. If the Owner fails to make payments to the Architect in
         accordance with this Agreement, such failure shall be considered
         substantial nonperformance and cause for termination or, at the
         Architect's option, cause for suspension of performance of services
         under this Agreement. If the Architect elects to suspend services,
         prior to suspension of services, the Architect shall give seven days'
         written notice to the Owner. In the event of a suspension of services,
         the Architect shall have no liability to the Owner for delay or damage
         caused the Owner because of such suspension of services. Before
         resuming services, the Architect shall be paid all sums due prior to
         suspension and reasonable [any] expenses incurred in the interruption
         and resumption of the Architect's services. The Architect's fees for
         the remaining services and the time schedules shall be equitably
         adjusted.

         1.3.8.2. If the Project is suspended by the Owner for more than 30
         consecutive days, the Architect shall be compensated for services
         performed prior to notice of such suspension. When the Project is
         resumed, the Architect shall be compensated for expenses incurred in
         the interruption and resumption of the Architect's services. The
         Architect's fees for the remaining services and the time schedules
         shall be equitably adjusted.

         1.3.8.3. If the Project is suspended or the Architect's services are
         suspended for more than 90 consecutive days, the Architect may
         terminate this Agreement by giving not less than seven days' written
         notice.

         1.3.8.4. This Agreement may be terminated by either party upon not less
         than seven days' written notice should the other party fail
         substantially to perform in accordance with the terms of this Agreement
         through no fault of the party initiating the termination.

         1.3.8.5. This Agreement may be terminated by the Owner upon not less
         than seven days' written notice to the Architect for the Owner's
         convenience and without cause.

         1.3.8.6. In the event of termination not the fault of the Architect,
         the Architect shall be compensated for services performed prior to
         termination, together with Reimbursable Expenses then due and all
         Termination Expenses as defined in Subparagraph 1.3.8.7.

         1.3.8.7. Termination Expenses are in addition to compensation for the
         services of the Architect to the date of termination and reimbursable
         expenses for items ordered or service contracts entered into and not
         subject to cancellations, but no amount for Architect's anticipated
         profit. The Owner will pay a termination fee of 20% to the Architect if
         the project is stopped during design by Owner, with no fee paid on the
         construction administration fee amount. If the project is stopped by
         Owner during Construction, a fee of 10% on the balance of the
         Construction Phase fees will be paid by the Owner to the Architect.

         1.3.9. PAYMENTS TO THE ARCHITECT

         1.3.9.1. Payments on account of services rendered and for Reimbursable
         Expenses incurred shall be made monthly upon presentation of the
         Architect's statement of services. No deductions shall be


--------------------------------------------------------------------------------

(C)1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987,(C)1997 by The American Institute of Architects. Reproduction of the
material herein or substantial quotation of its provisions without written
permission of the AIA violates the copyright laws of the United States and will
subject the violator to legal prosecution. WARNING: Unlicensed photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced in accordance with your license without violation until the date of
expiration as noted below. expiration as noted below. User Document:
b141-advancis-5-15-02.aia - 7/25/2002. AIA License Number 1000347, which expires
on 11/4/2002.                                                                  9


<PAGE>
         made from the Architect's compensation on account of penalty,
         liquidated damages or other sums withheld from payments to contractors,
         or on account of the cost of changes in the Work other than those for
         which the Architect is responsible pursuant to the terms of this
         Agreement.

         1.3.9.2. Reimbursable Expenses are in addition to compensation for the
         Architect's services and include expenses incurred by the Architect and
         Architect's employees and consultants directly related to the Project,
         as identified in the following Clauses:

                  .1       transportation in connection with the Project,
                           authorized out-of-town travel and subsistence, and
                           electronic communications;

                  .2       fees paid for securing approval of authorities having
                           jurisdiction over the Project;

                  .3       reproductions, plots, standard form documents,
                           postage, handling and delivery of Instruments of
                           Service;

                  .4       expense of overtime work requiring higher than
                           regular rates if authorized in advance by the Owner;

                  .5       renderings, models and mock-ups requested by the
                           Owner;

                  .6       expense of professional liability insurance dedicated
                           exclusively to this Project or the expense of
                           additional insurance coverage or limits requested by
                           the Owner in excess of that normally carried by the
                           Architect and the Architect's consultants;

                  .7       reimbursable expenses as designated in Paragraph
                           1.5.5;

                  .8       other similar direct Project-related expenditures.

         1.3.9.3. Records of Reimbursable Expenses, of expenses pertaining to a
         Change in Services, and of services performed on the basis of hourly
         rates or a multiple of Direct Personnel Expense shall be available to
         the Owner or the Owner's authorized representative at mutually
         convenient times.

         1.3.9.4. Direct Personnel Expense is defined as the direct salaries of
         the Architect's personnel engaged on the Project and the portion of the
         cost of their mandatory and customary contributions and benefits
         related thereto, such as employment taxes and other statutory employee
         benefits, insurance, sick leave, holidays, vacations, employee
         retirement plans and similar contributions.

ARTICLE 1.4       SCOPE OF SERVICES AND OTHER SPECIAL TERMS AND CONDITIONS

         1.4.1. Enumeration of Parts of the Agreement. This Agreement represents
         the entire and integrated agreement between the Owner and the Architect
         and supersedes all prior negotiations, representations or agreements,
         either written or oral. This Agreement may be amended only by written
         instrument signed by both Owner and Architect. This Agreement comprises
         the documents listed below.

         1.4.1.1. Standard Form of Agreement Between Owner and Architect, AIA
         Document B141-1997.

         1.4.1.2. Standard Form of Architect's Services: Design and Contract
         Administration, AIA Document B141-1997, or as follows:

         (List other documents, if any, delineating Architect's scope of
         services.)


         1.4.1.3. Other documents as follows:

         (List other documents, if any, forming part of the Agreement.)

         Schematic Design Report, dated May 3, 2002 (Attachment A)

         Gaudreau, Inc. Fee Proposal, dated May 13, 2002 (Attachment B)


         1.4.2. Special Terms and Conditions. Special terms and conditions that
         modify this Agreement are as follows:

         See Rider #1, Section 5.


--------------------------------------------------------------------------------

(C)1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987,(C)1997 by The American Institute of Architects. Reproduction of the
material herein or substantial quotation of its provisions without written
permission of the AIA violates the copyright laws of the United States and will
subject the violator to legal prosecution. WARNING: Unlicensed photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced in accordance with your license without violation until the date of
expiration as noted below. expiration as noted below. User Document:
b141-advancis-5-15-02.aia - 7/25/2002. AIA License Number 1000347, which expires
on 11/4/2002.                                                                 10


<PAGE>
ARTICLE 1.5       COMPENSATION

         1.5.1. For the Architect's services as described under Article 1.4,
         compensation shall be computed as follows:

         A stipulated sum for each phase per Attachment B.

         1.5.2. If the services of the Architect are changed as described in
         Subparagraph 1.3.3.1, the Architect's compensation shall be adjusted.
         Such adjustment shall be calculated as described below or, if no method
         of adjustment is indicated in this Paragraph 1.5.2, in an equitable
         manner.

         (Insert basis of compensation, including rates and multiples of Direct
         Personnel Expense for Principals and employees, and identify Principals
         and classify employees, if required. Identify specific services to
         which particular methods of compensation apply.)

         1.5.3. For a Change in Services of the Architect's consultants,
         compensation shall be computed as a multiple of (1.15) times the
         amounts billed to the Architect for such services.

         1.5.4. For Reimbursable Expenses as described in Subparagraph 1.3.9.2,
         and any other items included in Paragraph 1.5.5 as Reimbursable
         Expenses, the compensation shall be computed as a multiple of (1.10)
         times the expenses incurred by the Architect, and the Architect's
         employees and consultants.

         1.5.5.

         1.5.6. The rates and multiples for services of the Architect and the
         Architect's consultants as set forth in this Agreement shall be
         adjusted in accordance with their normal salary review practices.

         1.5.7. Not applicable.

         1.5.8. Payments are due and payable 30 (thirty) days from the date of
         the Architect's invoice. Amounts unpaid 60 (sixty) days after the
         invoice date shall bear interest at the rate entered below, or in the
         absence thereof at the legal rate prevailing from time to time at the
         principal place of business of the Architect.

         (Insert rate of interest agreed upon.)

         Annual rate of eight percent (8%).

         (Usury laws and requirements under the Federal Truth in Lending Act,
         similar state and local consumer credit laws and other regulations at
         the Owner's and Architect's principal places of business, the location
         of the Project and elsewhere may affect the validity of this provision.
         Specific legal advice should be obtained with respect to deletions or
         modifications, and also regarding requirements such as written
         disclosures or waivers.)

         1.5.9. If the services covered by this Agreement have not been
         completed within (15) months of the date hereof, through no fault of
         the Architect, extension of the Architect's services beyond that time
         shall be compensated as provided in Paragraph 1.5.2.


--------------------------------------------------------------------------------

(C)1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987,(C)1997 by The American Institute of Architects. Reproduction of the
material herein or substantial quotation of its provisions without written
permission of the AIA violates the copyright laws of the United States and will
subject the violator to legal prosecution. WARNING: Unlicensed photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced in accordance with your license without violation until the date of
expiration as noted below. expiration as noted below. User Document:
b141-advancis-5-15-02.aia - 7/25/2002. AIA License Number 1000347, which expires
on 11/4/2002.                                                                 11


<PAGE>
This Agreement entered into as of the day and year first written above.

/s/ Steven A. Shallcross                /s/ William A. L. Gaudreau
----------------------------------      ----------------------------------
OWNER (Signature)                       ARCHITECT (Signature)

Steven A. Shallcross                    William A.L. Gaudreau, AIA
----------------------------------      ----------------------------------
Senior VP, Chief Financial Officer      President / Principal
----------------------------------      ----------------------------------

----------------------------------      ----------------------------------
(Printed name and title)                (Printed name and title)




--------------------------------------------------------------------------------

(C)1917, 1926, 1948, 1951, 1953, 1958, 1961, 1963, 1966, 1967, 1970, 1974, 1977,
1987,(C)1997 by The American Institute of Architects. Reproduction of the
material herein or substantial quotation of its provisions without written
permission of the AIA violates the copyright laws of the United States and will
subject the violator to legal prosecution. WARNING: Unlicensed photocopying
violates U.S. copyright laws and will subject the violator to legal prosecution.
This document was electronically produced with permission of the AIA and can be
reproduced in accordance with your license without violation until the date of
expiration as noted below. expiration as noted below. User Document:
b141-advancis-5-15-02.aia - 7/25/2002. AIA License Number 1000347, which expires
on 11/4/2002.                                                                 12
<PAGE>
GAUDREAU, INC.


                              RIDER ATTACHMENT D-2

                       FORM OF PRE-CONSTRUCTION STATEMENT

May 13, 2002


Mr. Steven A. Shallcross
Senior Vice President and Chief Financial Officer
Advancis Pharmaceutical Corporation
656 Quince Orchard Road, Suite 220
Gaithersburg, Maryland 20878


Re:      Advancis Tenant Improvements for Lot 4, Seneca Meadows, Gaithersburg,
         Maryland (the "Project")


Dear Mr. Shallcross:

Gaudreau, Inc. has been retained by Advancis Pharmaceutical Corporation (the
"Owner") to provide certain architectural and engineering services in connection
with the Project. We hereby state as follows:

         1.       We have prepared all of the Plans and Specifications listed on
                  Exhibit A attached to this letter. To the best of our
                  knowledge, construction of the Project is substantially
                  complete in accordance with the Plans and Specifications for
                  the Project listed on Exhibit A, except for the changes noted
                  Exhibit A. Such Plans, Specifications, and changes conform (or
                  do not) to all applicable building, fire and handicap codes.
                  The date of substantial completion is _______________________.

         2.       Based on the visits that we have made to the Project during
                  construction, the construction of the Project was (or was not)
                  completed in conformity with all building, fire and handicap
                  codes applicable to the Project as of the date of this letter.

         3.       Since the individual dates of the plans listed on Exhibit A,
                  (no) changes in zoning, building, environmental protection or
                  other governmental requirements has occurred related to the
                  applicable plans and specifications.
<PAGE>
Mr. Steven A. Shallcross
May 13, 2002
Rider Attachment D-2
Page 2

         4.       (No) changes have been made in the Plans and Specifications
                  (except) as set forth on the attached Exhibit A.



Sincerely,

Gaudreau, Inc.




William A.L. Gaudreau, AIA
President - Principal


WALG/cls