Exhibit 10.22

OFFICE LEASE
by and between
300 W. FAYETTE STREET, LLC
(Landlord)
and
BASI MARYLAND, INC.
(Tenant)

TABLE OF CONTENTS

|    |                                       |   
|--- | ------------------------------------- | --
|1.  | Rent                                  | 1 
|2.  | Payment, Late Charge, Time of Essence | 1 
|3.  | Tenant's Proportionate Share          | 2 
|4.  | Real Estate Taxes                     | 2 
|5.  | Operating Costs                       | 2 
|6.  | Care of Premises                      | 6 
|7.  | Use and Occupancy                     | 7 
|8.  | Permitted Name                        | 8 
|9.  | Access by Landlord                    | 8 
|10. | Subordination                         | 8 
|11. | Assignment or Subletting              | 9 
|12. | Alterations                           | 9 
|13. | Common Facilities                     | 9 
|14. | Appearance Outside                    | 9 
|15. | Signs                                 | 9 
|16. | Security Deposit                      | 10
|17. | Damage to Premises                    | 11
|18. | Waiver or Breach                      | 11
|19. | Rules and Regulations                 | 11
|20. | Insurance                             | 11
|21. | Condemnation                          | 15
|22. | Additional Rent and Attorney's Fees   | 15
|23. | Covenant to Surrender                 | 15
|24. | Quiet Enjoyment                       | 16

1

|25. | Defaults                 | 16
|--- | ------------------------ | --
|26. | Notice                   | 17
|27. | Other Taxes              | 18
|28. | Representations          | 18
|29. | Trial by Jury            | 18
|30. | Gender                   | 18
|31. | Construction of Premises | 18
|32. | Estoppel Certificates    | 19
|33. | Landlord's Liability     | 19
|34. | Hazardous Materials      | 19
|35. | Security                 | 20
|36. | Broker Commission        | 20
|37. | Authority                | 20

2

LEASE AGREEMENT

This LEASE, made
___________________, 2004 by and between 300 W. FAYETTE STREET, LLC, a Delaware
limited liability company, hereinafter called Landlord, and BASI
MARYLAND, INC., a Maryland corporation, hereinafter called Tenant.

WITNESSETH:

That
in consideration of the mutual promises herein contained, the Landlord hereby rents to the
Tenant, and the latter does hereby rent from the former, the Premises described as floors
Basement, 2, 3, 4, 5, 6 and 7 of 300-306 W. Fayette Street, Baltimore City, Maryland, more
particularly described on Exhibit A, attached hereto and made a part hereof, containing an
agreed-upon amount of 101,000 square feet (the Premises) for the term of three
(3) years beginning on the Commencement Date as hereinafter defined. The building at
300-306 W. Fayette Street will hereinafter be referred to as the
Building.

The
Commencement Date, whenever used herein, shall be the date when 300-306 W. Fayette
Street is conveyed to Landlord by Tenant via special warranty deed. Notwithstanding
anything to the contrary contained herein, for the purpose of prevention of the
application of the rule against perpetuities, if the Commencement Date has not occurred as
of the date that is seven (7) years after the date of final execution hereof, this Lease
shall be deemed terminated and shall be void and of no further force and effect.

This
Lease Agreement is contingent upon a Guaranty of Lease being executed by Bioanalytical
Systems, Inc., which is attached as Exhibit F.

1.        
Rent:

The
total monthly rental for each month of the term after the Commencement Date shall be paid
by Tenant in advance, on the first day of each month, in equal monthly installments of
Sixty-Seven Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents
($67,333.33). If the term does not begin on the first day or end on the last day of a
month, the rent for that partial month shall be prorated by multiplying the monthly rent
by a fraction, the numerator of which is the number of days of the partial month included
in the term and the denominator of which is the total number of days in that full calendar
month. The first installment of rent shall be any partial month plus the next full
months rent and is due and payable on the Commencement Date (including Tenants
Proportionate Share of estimated Real Estate Taxes and Operating Costs).

2.        
Payment, Late Charge, Time of Essence:

The
Tenant covenants to pay the rent as herein provided without any deduction whatsoever, and
without any obligation on the Landlord to make demand for it, failing which the Tenant
shall pay to the Landlord as Additional Rent, after the fifth (5th) Business Day
(Business Day means every day except Saturdays, Sundays and Federal Holidays)
that such payment remains due but unpaid, a late charge equal to five percent (5%) of such
payment which remains due but unpaid. Time is of the essence in this Lease. Payments shall
be made to Landlord at the address set forth herein for Notice.

1

3.        
Tenants Proportionate Share:

Tenants
Proportionate Share means a fraction, the numerator of which is the number of rentable
square feet of the Premises and the denominator of which is the number of rentable square
feet leased and occupied in the Building, subject to adjustment from time to time as the
numerator and denominator change.

4.        
Real Estate Taxes:

(a)        
Tenant covenants that it has paid or will pay all real estate taxes owed for all
periods preceding the Commencement Date. Tenant, as of the Commencement Date,
covenants and agrees to pay Landlord within thirty (30) days of Landlords
notice to Tenant, as additional rent, Tenants Proportionate Share of any
real estate taxes assessed against the land and Building in which the Premises
is included. If this Lease shall be in effect for less than a full tax fiscal
year, Tenant shall pay a prorated share of the taxes, based upon the number of
days that this Lease is in effect. Taxes as used herein shall
include, but not by way of limitation, all real property taxes, and any and all
other benefits or assessments which may be levied on the Premises or the land
and Building in which the same are situate, but shall not include any income tax
on the income or rent payable hereunder or any inheritance, estate, succession,
transfer, gift, franchise, corporation, income or profit tax that is or may be
imposed upon Landlord. Any reasonable expense incurred by Landlord in contesting
any real estate tax shall be included as an item of taxes for the purpose of
computing additional rent due the Landlord.

(b)        
Landlord shall collect, together with the monthly payment of rent hereunder, an
amount equal to one-twelfth (1/12) of Tenants Proportionate Share of the
estimated real estate taxes due for the next succeeding fiscal year so that
Landlord shall have an amount sufficient to pay such taxes when due. Landlord
may also make adjustments when necessary in the case of special assessments or
taxes so that Landlord will have an amount sufficient to pay such taxes when
due. Appropriate adjustments shall be made between Landlord and Tenant upon the
determination of the actual amount of such taxes.

5.        
Operating Costs:

(a)        
Tenant covenants that it has paid or will pay all Operating Costs for all
periods preceding the Commencement Date. Tenant, as of the Commencement Date,
covenants and agrees to pay Landlord within thirty (30) days of Landlords
notice to Tenant, as additional rent, Tenants Proportionate Share of all
Operating Costs.

(b)        
Landlord shall collect, together with the monthly payment of rent hereunder, an
amount equal to one-twelfth (1/12) of Tenants Proportionate Share of the
estimated Operating Costs due for the next succeeding calendar year so that
Landlord shall have an amount sufficient to pay such Operating Costs when due.
Appropriate adjustments shall be made between Landlord and Tenant upon the
determination of the actual amount of such Operating Costs.

(c)        
Operating Costs means any and all reasonable costs and expenses
incurred by the Landlord for services performed by the Landlord or by others on
behalf of the Landlord (and not performed by Tenant as described in Section
5.(a)) with respect to the operation and maintenance of the Premises, Building
and the Common Facilities located therein, in a manner deemed reasonable and
appropriate by Landlord, including, without limitation, all costs and expenses
of:

2

(i)        
operating, maintaining, repairing, lighting, signing, cleaning, removing trash
from, painting, controlling of rodents in, policing and securing the Common
Facilities;

(ii)        
purchasing and maintaining in full force insurance for the Building as deemed
necessary in Landlords reasonable discretion (including, without
limitation, liability insurance for personal injury, death and property damage,
rent insurance, insurance against fire, extended coverage, theft or other
casualties, workers compensation insurance covering personnel, fidelity
bonds for personnel, insurance against liability for defamation and claims of
false arrest occurring on or about the Common Facilities, and plate glass
insurance);

(iii)        
operating, maintaining, repairing and replacing machinery, furniture,
accessories and equipment used in the operation and maintenance of the Building,
and the personal property taxes and other charges incurred in connection with
such machinery, furniture, accessories and equipment; however, if a replacement
expenditure is not a current expense under Generally Accepted Accounting
Principles (GAAP), then, the cost thereof shall be amortized over a
period equal to the useful life of such replacement, determined in accordance
with GAAP, and the amortized cost allocated to each calendar year during the
Term;

(iv)        
maintaining, replacing and repairing curbs, walkways, drainage pipes, ducts,
conduits and lighting fixtures throughout the Common Facilities;

(v)        
interior and exterior planting, replanting and replacing flowers, shrubbery,
trees, grass and planters;

(vi)        
providing electricity, heating, steam, ventilation and air conditioning to the
Building, HVAC service to the Building and non-central HVAC usage (VAV boxes),
and telecommunications services infrastructure, and operating, maintaining and
repairing any equipment used in connection therewith, including, without
limitation, costs incurred in connection with determining the feasibility of
installing, maintaining, repairing or replacing any facilities, equipment,
systems or devices which are intended to reduce utility expenses of the Building
as a whole and repair and maintenance of HVAC facilities and telecommunications
infrastructure and related electrical and mechanical equipment serving all
rentable square feet of office space in the Building; however, if a replacement
expenditure is not a current expense under GAAP, then, the cost thereof shall be
amortized over a period equal to the useful life of such replacement, determined
in accordance with GAAP, and the amortized cost allocated to each calendar year
during the Term;

(vii)        
water and sanitary sewer services and other services, if any, furnished to the
Building, Premises, Common Facilities and all rentable square feet in the
Building for the non-exclusive use of tenants;

(viii)        
parcel pick up, delivery and other similar services;

3

(ix)        
enforcing and complying with any operating agreements pertaining to the Common
Facilities or any portions thereof, and any easement and/or rights agreements
entered into by the Landlord for the benefit and use of the Building or tenants
thereof, or any arbitration or judicial actions undertaken with respect to the
same and all minor privilege fees;

(x)        
cleaning, maintaining and repairing the Building, including, without limitation,
exhaust systems, sprinkler systems, pumps, fans, switchgear, loading docks and
ramps, freight elevators, passenger elevators, stairways, service corridors,
delivery passages, transformers, doors, walls, floors, skylights, ceilings,
windows, emergency generators, and fire and life safety equipment;

(xi)        
accounting, audit and fees and expenses, including a commercially reasonable
property management fee not to exceed five percent (5%) of all revenue of the
Building, payroll, payroll taxes, employee benefits and related expenses of all
personnel engaged in the operation, maintenance, and management of the Building,
including, without limitation, the property manager, any maintenance personnel,
secretaries and bookkeepers (including, specifically, uniforms and working
clothes and the cleaning thereof, tools, equipment and supplies used by such
personnel, and the expenses imposed on or allocated to the Landlord or its
agents pursuant to any collective bargaining or other agreement) (if any
personnel are engaged in or responsible for more than one (1) property, then an
equitable allocation shall be made of the expense associated with such
personnel), office expenses for on-site maintenance and/or management office;

(xii)        
the cost and expense for substituting services, labor or materials in place of
any of the items comprising the Operating Costs, or for any additional services,
labor or materials or improvements to comply with any federal, state and local
laws, orders, regulations and ordinances applicable to the Building enacted
after the Commencement Date, which may hereafter be in force, provided, however
that if, at the time of the substitution or addition, such costs are not
considered a current operating expense under GAAP, then the cost thereof shall
be amortized over a period equal to the useful life of such replacement,
determined in accordance with GAAP, and the amortized cost allocated to each
calendar year during the Term;

(xiii)        
the cost (including reasonable legal, architectural and engineering fees
incurred in connection therewith) of any improvement made to the Building during
any Operating Year either (x) in order to comply with any future legal
requirement or insurance requirement imposed or enacted after the Commencement
Date, whether or not such legal requirement or insurance requirement is valid or
mandatory, (y) with the reasonable expectation by Landlord of reducing Operating
Costs (as, for example, a labor-saving improvement) or enhancing services, or
(z) in lieu of a repair; provided, however, to the extent the cost of such
improvement is required to be capitalized under generally accepted accounting
principles, such cost shall be amortized over the useful economic life of such
improvement as reasonably estimated by Landlord, and the annual amortization
shall be deemed an Operating Cost in each of the Operating Years during which
the cost of the improvement is amortized;

(xiv)        
providing janitorial and trash removal services to the Building and Premises;
and

4

(xv)        
all other costs of maintaining, repairing or replacing any or all of the
Building (including expenses of landscaping, snow, ice, water and debris
removal, outdoor lighting, road maintenance and exterior signage relating to the
Building); however, if a replacement expenditure is not a current expense under
GAAP, then, the cost thereof shall be amortized over a period equal to the
useful life of such replacement, determined in accordance with GAAP, and the
amortized cost allocated to each calendar year during the Term.

Notwithstanding
the foregoing, the following items shall be excluded from Operating Expenses:

(a)        
franchise or income taxes imposed upon Landlord;

(b)        
debt service on Mortgages and any costs and expenses relating to a refinancing
or debt modification, including legal fees, title insurance premiums, survey
expenses, appraisal, environmental report, or engineering report;

(c)        
leasing commissions, brokerage fees or legal fees incurred in connection with
the negotiation and preparation of letters, deal memos, letters of intent,
leases and related documents or enforcement with respect to the leasing,
assignment or subletting of space for any occupant of the Building;

(d)        
the cost of tenant installations incurred in connection with preparing space for
a new tenant or refurbishing or renovating space for an existing tenant;

(e)        
salaries and other compensations of personnel above the grade of building
manager;

(f)        
any expense for which Landlord is otherwise compensated through the proceeds of
insurance (less any deductible amounts paid) or is otherwise compensated by any
tenant (including Tenant) of the Building for services in excess of the services
Landlord is obligated to furnish to Tenant hereunder;

(g)        
capital costs, depreciation or amortization (except as provided in the list of
inclusions for Operating Costs under item (xiii) above);

(h)        
costs incurred by Landlord due to a violation of any lease in the Building or
penalties or charges arising due to violation of any Legal Requirement or
Insurance Requirement required to be complied with by Landlord;

(i)        
the cost of repairing the roof,

(j)        
the cost of removing any hazardous materials located at the Building and/or
complying with all environmental laws, but only to the extent such costs are not
otherwise caused by or borne by Tenant;

(k)        
fines or penalties for late payment;

(l)        
services provided to other tenants but not to Tenant;

5

(m)        
general corporate overhead;

(n)        
works of art, charitable or political contributions;

(o)        
reserves; and

(p)        
entertainment or travel expenses.

Landlord warrants and represents that none of the expenses included in
determining Tenants Proportionate Share of Common Costs shall be included
in any other charge payable under this Lease. Tenant shall have the right to
audit Landlords books and records from time to time, but no more than one
time every 12 months, to verify the accuracy of the statements being provided by
Landlord with respect to Operating Costs. Tenant shall recover the costs of such
audit if the pass through of Operating Costs is more than 110% of the amount
Tenant should have paid.:

6.        
Care of Premises:

(a)        
The Tenant agrees that it will take good care (including its own interior
janitorial service) of the Premises, fixtures, and appurtenances, including the
following items and elements serving the Premises: exterior doors and windows,
window frames, hardware and the like, and meters, plumbing, heating and air
conditioning equipment (including that on the exterior of the building), the
elevators of the Building and keep same in good order and repair throughout the
term of this Lease in a manner comparable to the order and state of repair
extant of the Commencement Date, and suffer or permit no waste or injury;
Landlord shall assign to Tenant, for the benefit of the Tenant, to the extent
they are assignable or otherwise available for the benefit of the Tenant, any
warranties on such equipment furnished Landlord by the Tenant and/or provider
thereof; that Tenant will conform to all laws, orders, and regulations of the
Federal, State, County and City authorities or any of their departments, and
will not, through its own act or neglect, cause any situation to exist in or
about the Premises which would constitute a violation of any applicable Federal,
State, County, or City Code Regulation or Ordinance governing use, occupancy,
health, sanitation, or fire; that it will save harmless the Landlord from any
liability arising from injury to person or property caused by any act or
omission of Tenant, his agents, employees or guests; that it will repair at or
before the end of the term, or sooner if so requested by the Landlord, all
injury done by the installation or removal of furniture or other property, and
will surrender the Premises at the end of the term broom cleaned in as good
condition as they were at the beginning of the term, ordinary wear and tear,
condemnation, alterations as permitted by this Lease and casualties by fire and
elements excepted. In the event of any increase in the cost of insurance as a
result of the failure of the Tenant to comply with the provisions of this
Paragraph, the Tenant will pay the amount of such increase as additional rent
within thirty (30) days after the Landlords written demand, which will
provide evidence that the stated actions increased the cost of insurance.

The
Landlord shall be under no liability to the Tenant for any discontinuance of heat, air
conditioning, and hot water unless due solely to Landlords negligence. The Landlord
shall not be liable for any loss or damage to the Tenant caused by rain, snow, water or
storms that may leak into or flow from any part of the premises through any defects in the
roof or plumbing or from any other source unless due solely to Landlords negligence.

6

(b)        
Landlord shall have no obligation whatsoever to make any repairs to the Premises
other than to make repairs resulting from damage caused by negligence, if any,
of Landlord or its agents or employees or contractors except as otherwise
provided in this Agreement.

(c)        
Landlord agrees to maintain and will keep in good repair, the exterior walls of
the Building, the roof, slabs, foundations and structural elements of the
Building. Landlord, at its expense, will make all structural repairs that it
deems necessary in its reasonable discretion (excluding, however, all doors,
door frames, floors, windows and glass); provided Tenant shall give Landlord
notice of the necessity for such repairs. If the Premises, or any portion
thereof critical to performance of Tenants business, are rendered unfit
for the business purposes for which it was leased due to a structural problem in
the exterior walls, structural columns, roof, roof penetrations or structural
floor, for more than thirty (30) consecutive days, then the rent shall abate
proportionately to the amount of space rendered unfit for the business purposes
for which it was leased for the amount of time such condition shall exist.

(d)        
Tenant shall not place a load upon any floor of the Premises that exceeds the
lesser of (i) floor load per square foot, which such floor was designed to carry
or (ii) the maximum floor load per square foot allowed by law. Business machines
and mechanical equipment shall be placed and maintained by Tenant, at
Tenants expense, in settings sufficient in Landlords reasonable
judgment to absorb and prevent vibration, noise and annoyance.

(e)        
There shall be no allowance to Tenant for any diminution of rental value and no
liability on the part of the Landlord by reason of inconvenience, annoyance or
injury to business arising from the making by Landlord, Tenant or others of any
repairs in or to the Building or the Premises, or in or to the fixtures,
appurtenances or equipment thereof. Except in case of emergency, as determined
in Landlords sole discretion, Landlord will use commercially reasonable
efforts to minimize any interference with Tenants use and occupancy in
connection with Landlords entering to make repairs.

(f)        
In the event Tenant shall not proceed promptly and diligently to make any
repairs or perform any obligation imposed upon it by this Section 4 within ten
(10) days after receiving written notice from Landlord to make such repairs or
perform such obligation (unless such repairs or obligation is of such nature
that it cannot be cured within such ten (10) day period, in which case Tenant
shall have such longer period of time as is required, provided that Tenant shall
diligently prosecute such repairs or perform such obligation), then and in such
event, Landlord, may, at its option, enter the Premises and do and perform the
things specified in said notice, without liability on the part of Landlord for
any loss or damage resulting from any such action by Landlord and Tenant agrees
to pay promptly upon demand any cost or expense incurred by Landlord in taking
such action, including an administrative fee equal to 10% of the cost or expense
incurred.

7.        
Use and Occupancy:

The
Premises is to be used only for the purposes that it is being used by the Tenant during
2004 or for general office use, and for no other purpose without Landlords prior
approval which approval shall not be unreasonably withheld. Tenant will not use the
Premises for any unlawful purpose; Tenant covenants not to conduct nor permit to be
conducted on the Premises any business in violation of any law of the City in which the
Premises is located or State or Federal law, ordinance or regulation. With respect to the
remainder of the Building, Landlord shall, throughout the Term, and at Landlords
sole cost and expense, promptly observe and comply with all present and future laws,
ordinances, notices, orders, rules, regulations, directions and requirements of all
federal, state, county and municipal governments and the appropriate departments,
commissions, boards and officers thereof (including, but not limited to, environmental
laws (excluding, however, any environmental laws that apply solely due to the presence of
hazardous materials brought onto the Premises by Tenant)), as well as any and all notices,
orders, rules and regulations of the National Board of Fire Underwriters, or any other
body now or hereafter constituted and exercising similar functions.

7

8.        
Permitted Name:

Tenant
shall conduct business in the Premises only in the name of Tenant and under no other name
or trade name unless and until the use of some other name is approved in writing by
Landlord, which approval shall not be unreasonably withheld.

9.        
Access by Landlord:

The
Landlord shall retain duplicate keys to all of the doors of the Premises, and the Landlord
or his agents shall have access to the Premises at all reasonable hours in order to
inspect same, to clean or to make necessary repairs improvements within the Premises or
the Building with reasonable prior notice to tenant unless an emergency situation exists
at which time no notice is required. The Landlord will use reasonable efforts not to
disturb Tenants use or enjoyment of Premises if Landlord or his agents enters
non-secured areas. The Landlord will not, except in the case of emergency, under any
circumstances, enter secured areas during active clinical studies without advance notice
to Tenant. To ensure federal regulatory compliance during active studies, Tenants
chaperone will be required for Landlord or his agents. Landlord or his agents will follow
chaperone guidance in all matters to ensure regulatory compliance. The Landlord shall have
the right to show the Premises to prospective tenants upon 48 hours advance notice and put
a FOR LEASE sign in the windows at any time during the lease term providing it does not
unduly interfere with the Tenants use of the Premises.

10.        Subordination:

This Lease shall be
subject to and subordinate at all times only to the lien of any first mortgage
and/or deed of trust and to all advances made or hereafter to be made
thereunder. This subordination provision shall be self-operative and no further
instrument of subordination shall be required; however, Tenant agrees to
execute, upon request, any such subordination document. The form of
Subordination, Attornment and Non-Disturbance Agreement (SNDA) to be
executed by Tenant and Landlord at the same time this Lease is executed is
attached hereto as Exhibit E. Landlords lender shall execute this SNDA
within 30 days of the signing of this Lease and a copy of the fully signed SNDA
will be provided to Tenant.

8

11.        
Assignment or Subletting:

Tenant
shall not assign, mortgage or encumber this Lease, nor sublet the premises or any part
thereof without the consent of Landlord, which consent shall not be unreasonably delayed
or withheld. In the event of the insolvency or bankruptcy of Tenant, this Lease shall, at
the option of the Landlord, terminate forthwith, and this Lease shall not, by operation of
law or otherwise, be considered a part of the Tenants estate.

12.        
Alterations:

The
Tenant covenants not to make or permit any alterations, additions or improvements to said
Premises without the prior written consent of the Landlord which shall not be unreasonably
withheld or delayed, unless such proposed work requires a permit under Baltimore City
codes or otherwise, in which event Landlords right to approve shall be absolute. All
additions and improvements made by Tenant, except only moveable office furniture, and
equipment, shall become the property of the Landlord at the termination of this Lease or
the vacating of the Premises. At the Landlords request, any such alterations and
improvements made after the Commencement Date shall be restored to their original
condition by Tenant at Tenants expense at the termination of this Lease, if at the
time of Landlords consent to such alteration or improvement a condition was attached
that required removal of such alteration or improvement.

13.        Common
Facilities:

The
Common Facilities which may be furnished by Landlord in or near the Building for the
general common use of Tenants, their officers, agents, employees and customers, including,
without limitation, sidewalks, elevators and the lobby shall at all times be subject to
the exclusive control and management of Landlord. Landlord reserves the right, in its
reasonable discretion, to change, rearrange, alter, modify, reduce or supplement any or
all of the common facilities so long as adequate facilities in common are appropriate to
ensure legally compliant operation and do not unreasonably inconvenience Tenants
study volunteers, clients or employees.

14.        Appearance
Outside:

Tenant
shall maintain its windows in a neat and clean condition, shall keep the sidewalks
adjoining the Demised Premises clean and free from rubbish, and shall store all trash and
garbage in the dumpsters provided by Tenant including, without limitation. Tenant shall
not burn any trash of any kind in or about the building, nor shall Tenant permit rubbish,
refuse or garbage to accumulate or fire hazard to exist about the Premises.

15.        
Signs:

The
Tenant shall not display any sign, picture, advertisement, awning, merchandise, or notice
on the outside or roof of the Building of which the Premises are a part, nor on the
exterior of the Premises nor visible from the exterior of the Building unless approved by
the Landlord in writing. All current signs in their current locations are approved.

9

16.        Security
Deposit:

(a)        
Tenant shall upon execution of this Lease, deposit with Landlord a Letter of
Credit in the form mandated by paragraph (b) hereof in the sum of Two Million
Eight Hundred Thousand Dollars ($2,800,000) (the Security) which
shall be held by Landlord as hereinafter provided. The face amount of the Letter
of Credit may be reduced to Two Million Dollars ($2,000,000) on the first
anniversary of the Commencement Date and to One Million Dollars ($1,000,000) on
the second anniversary of the Commencement Date.

It
is agreed that in the event Tenant defaults in respect of any of the terms, provisions and
conditions of this Lease, including, but not limited to, the payment of Basic Annual Rent
and Additional Rent, then, Landlord may, without notice, use, apply or retain the whole or
any part of the Security so deposited to the extent required for the payment of any Basic
Annual Rent and Additional Rent or any other sum as to which Tenant is in default or for
any sum which Landlord may expend or may be required to expend by reason of Tenants
default in respect of any of the terms, covenants and conditions of this Lease, including
but not limited to, any damages or deficiency in the re-letting of the Demised Premises,
whether such damages or deficiency accrued before or after summary proceedings or other
re-entry by Landlord. If Landlord applies or retains all or any portion of the Security,
Tenant shall as a material covenant hereunder immediately upon Landlords demand
restore the amount so applied so that Landlord has on deposit the full amount of Security.
In the event that Tenant shall fully and faithfully comply with all of the terms,
provisions, covenants and conditions of this Lease, the Security shall be promptly
returned to Tenant. In the event of a sale of the land and Building or leasing of the
Building, of which the Demised Premises form a part, Landlord shall have the right to
transfer control over the Security to the vendee or lessee and Landlord shall thereupon be
released by Tenant from all liability for the return of such Security; and Tenant agrees
to look to the new Landlord solely for the return of the Security, and it is agreed that
the provisions hereof shall apply to every transfer or assignment made of the Security to
a new Owner. Tenant further covenants that it will not assign or encumber or attempt to
assign or encumber the Letter of Credit herein as security and that neither Landlord nor
its successors or assigns shall be bound by any such assignment, encumbrance, attempted
assignment or attempted encumbrance.

(b)        
The Security shall be in the form of an irrevocable, clean Evergreen
automatically renewable commercial Letter of Credit in the amount of $2,800,000
(the Letter of Credit), issued by National City Corporation Bank
which is authorized by the State of Indiana to conduct banking business in
Indiana and which has been approved by Landlord. The Letter of Credit shall
provide for presentation and payment in Indianapolis, and shall permit Landlord
(a) to draw thereon up to the full amount of the credit evidenced thereby (but
partial drawings shall be permitted) in the event of any default by Tenant in
the terms, provisions, covenants or conditions of this Lease or (b) to draw the
full amount thereof to be held as cash security if for any reason the Letter of
Credit is not renewed within thirty (30) days prior to its expiration date. A
copy of a form of Letter of Credit acceptable to Landlord is attached hereto as
Exhibit B. The Letter of Credit (and each renewal thereof) shall (i) be for a
term of not less than one (1) year (except that the last Letter of Credit shall
be for a term expiring sixty (60) days after the Expiration Date), (ii)
expressly provide for the issuing bank to notify Landlord in writing not less
than thirty (30) days prior to its expiration as to its renewal or non-renewal,
as the case may be, and (iii) if not so renewed each year (or later period of
expiration) shall be immediately available for Landlord to draw up to the full
amount of such credit (to be held as cash security). Not less than forty-five
(45) days prior to the expiration date of each Letter of Credit (and every
renewal thereof), Tenant shall deliver to Landlord a renewal or new Letter of
Credit subject to all of the conditions aforesaid, all to the intent and
purposes, that a Letter of Credit in the amounts required by Section (a) above
shall be in effect during the entire term of this Lease. Failure by Tenant to
comply with the provisions of this Article shall be deemed a material default
hereunder entitling Landlord to exercise any and all remedies as provided in
this Lease for default in the payment of fixed rent and, to draw on the existing
Letter of Credit up to its full amount.

10

17.        
Damage to Premises:

If
the Premises are partially damaged by fire or other casualty Landlord shall make repairs
as speedily as conveniently possible. If the damage is so extreme as to render the
Premises untenantable for the Permitted Use, the rent shall cease until the Premises are
put into repair by the Landlord. In the event of a total or substantial destruction of the
Building of which the Premises form a part, or if in the judgment of the Landlord the
damage to the Premises cannot be repaired within one hundred twenty (120) days, and if the
Landlord shall decide not to restore or repair the same, or shall decide to demolish the
building, the Landlord or Tenant may, within forty-five (45) days after such fire or other
casualty, by notification to the other party, terminate this Lease. In the event the
Premises are only partially damaged and remain tenantable for the Permitted Use, Tenant
shall continue to pay rent, which rent shall be equitably adjusted. In no event shall
Landlord be liable for any loss or damage sustained by Tenant by reason of fire or other
accidental casualty. In the event more than fifty (50%) percent of the building is
destroyed and the Premises are untenantable for the Permitted Use, the Tenant may
terminate this Lease upon thirty (30) days prior written notice to the Landlord.

18.        
Waiver or Breach:

No
waiver of any breach of the covenants, provisions or conditions contained in this Lease
shall be construed as a waiver of the covenant itself or any subsequent breach itself, and
if any breach shall occur and afterwards be compromised, settled or adjusted, this Lease
shall continue in full force and effect as if no breach had occurred.

19.        
Rules and Regulations:

Tenant
shall comply with all rules and regulations of 300-306 West Fayette Street, which rules
and regulations are attached hereto as Exhibit C and are hereby made a part of this
Agreement. Any violation of said rules shall be a default under this Lease. Landlord shall
have the right to reasonably make additions and amendments to the Rules and Regulations,
which shall be as binding on Tenant as if set forth herein, provided such additions and
amendments do not materially and adversely affect the Tenants use of the Demised
Premises, and provided that they are not inconsistent with the terms of this Lease and
Tenant receives written notification of such changes.

20.        
Insurance:

20.1.        
Tenants Insurance. At all times the Tenant shall take out and keep in full
force and effect, at its expense:

11

(a)        
Comprehensive General Liability insurance, including Blanket Contractual
Liability, Broad Form Property Damage, Completed Operations/Products Liability,
Personal Injury Liability, Premises Medical Payments, Interest of Employees as
Additional Insureds, and Broad Form General Liability Endorsement, with Combined
Single limits of not less than Two Million Dollars ($2,000,000) Per Occurrence
and Four Million Dollars ($4,000,000) Annual aggregate;

(b)        
Special Form property insurance written at full Replacement Cost and with an
Agreed Amount Endorsement with deductibles of more than Twenty Five Thousand
Dollars ($25,000.00) covering all of Tenants property, including, without
limitation, inventory, trade fixtures, floor coverings, furniture, electronic
data processing equipment and any other property removable by Tenant under the
provisions of this Lease;

(c)        
Workers Compensation up to statutory limits and Employers Liability limits
of at least $500,000 per Person, $500,000 per Accident and $500,000 per Disease;

(d)        
Umbrella Liability may be placed excess of Primary Comprehensive General
Liability limits as long as the insurance in place is at least $2,000,000 Per
Occurrence and $4,000,000 Annual Aggregate as noted above in Section 20.1 (a);
and

(e)        
such other insurance in such types and amounts as Landlord may reasonably
require, from time to time.

20.2.        
Tenants Contractors Insurance. For all building, the Tenant shall
require any contractor of the Tenant performing work in, on or about the
Building or the Premises to take out and keep in full force and effect, at no
expense to the Landlord:

(a)        
Comprehensive General Liability insurance on an Occurrence Form, including
Contractors Liability coverage, Blanket Contractual Liability coverage,
Broad Form Property Damage Endorsement, Contractors Protective Liability,
Personal Injury, Premises Medical Payments, Interest of Employees as Additional
Insureds, Broad Form General Liability Endorsement, in an amount not less than a
combined single limit per occurrence of Five Million Dollars ($5,000,000) and a
Ten Million Dollar ($10,000,000) annual aggregate on a per location or per
project basis. Liability Retentions or Deductibles shall not exceed $10,000 per
loss, and in all cases must include an Aggregate Retention or Aggregate
Deductible of no more than $25,000.

(b)        
Automobile Liability insurance, covering all owned, leased, Employers Non-Owned
and Hired automobiles used by all contractors and all sub-contractors, with
Combined Single limits of at least $1,000,000;

(c)        
Workers Compensation up to statutory limits, including an All States
Endorsement and Employers Liability limits of at least $1,000,000 per Person,
$1,000,000 per Accident and $1,000,000 per Disease; and

(d)        
Such other insurance and in amounts as Landlord may reasonably require, from
time to time.

12

20.3.        
Policy Requirements.

| |  | 20.3.1        
The company or companies writing any insurance which the Tenant is required to take out
and maintain or cause to be taken out or maintained pursuant to subsections 20.1 and/or
20.2, as well as the form of such insurance, at all times be subject to the
Landlords reasonable approval, and any such company or companies shall be licensed
to do business in the State of Maryland and have a AM Best rating of at least A- or better
and a financial size rating of IX or higher. Public liability and all-risk casualty
insurance policies evidencing such insurance shall name the Landlord and/or its designees
(including, without limitation, any Mortgagee) as Additional Insureds, shall be primary
and noncontributory, and shall also contain a provision by which the insurer agrees that
such policy shall not be cancelled, materially changed, terminated or not renewed except
after ninety (90) days advance written notice to the Landlord and/or such designees.
All such policies, or certificates thereof, shall be deposited with the Landlord promptly
upon commencement of the Tenants obligation to procure the same. None of the
insurance which the Tenant is required to carry and maintain or cause to be carried or
maintained pursuant to subsections 20.1 and/or 20.2 shall contain deductible provisions in
excess of Ten Thousand Dollars ($10,000), unless approved in writing in advance by the
Landlord. If the Tenant fails to perform any of its obligations pursuant to this section
20, the Landlord may perform the same and the cost thereof shall be payable by the Tenant
as Additional Rent upon the Landlords demand therefor.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

20.4.        
Indemnities by Tenant and Landlord.

| |  | 20.4.1        
Subject to the provisions of subsection 20.8, the Tenant hereby agrees for itself and its
successors and assigns to indemnify and save the Landlord and the Landlord agrees for
itself and its successors and assigns to indemnify and save Tenant harmless from and
against any liability or claims of liability arising solely out of the negligence or
intentional acts and omissions of the Tenant or Landlord, their agents, contractors,
licensees, suppliers, materialmen, invitees or employees respectively in connection with
(i) the use, occupancy, conduct, operation or management of the Premises; (ii) any work or
thing whatsoever done or not done on the Premises during the Term performed by Tenant or
Landlord and their respective employees, agents or contractors; (iii) any breach or
default in performing any of the obligations under the provisions of this Lease and/or
applicable law by the Tenant during the Term; or (iv) any injury to or death of any person
or any damage to any property occurring on the Premises.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 20.4.2        
If any such claim, action or proceeding is brought against either party and/or any agent
or Mortgagee, that party, at its own expense, promptly shall resist or defend such claim,
action or proceeding or cause it to be resisted or defended by an insurer. The Landlord,
at its option, shall be entitled to comment on the selection of Tenants counsel, and
participate in settlement and all other matters pertaining to such claim, action or
proceeding, all of which shall be subject, in any case, to the prior written approval of
the Landlord.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | 20.4.3        
Subject to the provisions of subsection 20.8, the Landlord hereby agrees for itself and
its successors and assigns to indemnify and save the Tenant harmless from and against any
liability or claims of liability arising solely out of the negligence or intentional acts
and omissions of the Landlord, its agents or employees in connection with (i) the use,
occupancy, conduct, operation or management of the Building; (ii) any work or thing
whatsoever done or not done in the Building during the Term performed by Landlord, its
employees, agents or contractors; (iii) any breach or default in performing any of the
obligations under the provisions of this Lease and/or applicable law by the Landlord
during the Term; or (iv) any injury to or death of any person or any damage to any
property occurring in the Building.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13

20.5.        
Landlord Not Responsible for Acts of Others.    The Landlord shall not be
responsible or liable to the Tenant, or to those claiming by, through or under
the Tenant, for any loss or damage which may be occasioned by or through the
acts or omissions of persons occupying or using space adjoining the Premises or
any part of the premises adjacent to or connecting with the Premises or any
other part of the Building, or for any loss or damage resulting to the Tenant
(or those claiming by, through or under the Tenant) or its or their property,
from (a) the breaking, bursting, stoppage or leaking of electrical cable and/or
wires, or water, gas, sewer or steam pipes, (b) falling plaster, or (c)
dampness, water, rain or snow in any part of the Building. Tenant hereby
releases and waives all claims against Landlord, its agents and employees for
injury or damage to person, property or business sustained in or about the
Building or the Premises by Tenant, its agents or employees other than injury or
damage caused by the negligence or willful misconduct of Landlord, its agents or
employees. Neither the Landlord nor the Tenant is obligated to protect from the
criminal acts of third parties the other party, the other partys agents,
customers, invitees or employees, the Premises or any property of any of the
other partys agents, customers, invitees or employees. Tenant hereby
acknowledges that Tenant has the sole responsibility for the protection of the
Premises, the Tenants property and the Tenants customers, agents,
invitees and employees. Tenant acknowledges that, if Landlord shall provide
security guards for the Common Facilities at the Building, Landlord does not
represent, guarantee, or assume responsibility that Tenant will be secure from
any claims or causes of action relating to such security guards.

20.6.        
Landlords Insurance.    During the Term, the Landlord shall maintain, in
commercially reasonable amounts with commercially reasonable deductibles; (a)
insurance on the Building against loss or damage by loss or damage covered with
a Special Perils property form, (b) Comprehensive General Liability insurance
with respect to the Common Facilities, against claims for personal injury or
death, or property damage suffered by others occurring in, on or about the
Building, and (c) any other insurance, in such form and in such amounts as are
deemed reasonable by the Landlord. Landlord shall provide proof of insurance to
Tenant upon request.

20.7.        
Increase in Insurance Premiums.    The Tenant shall not do or suffer to be done, or
keep or suffer to be kept, anything in, upon or about the Premises, the Building
which will contravene the Landlords policies of hazard or liability
insurance or which will prevent the Landlord from procuring such policies from
companies acceptable to the Landlord. If anything done, omitted to be done, or
suffered by the Tenant to be kept in, upon or about the Premises, the Building
shall cause the rate of fire or other insurance on the Premises, the Building to
be increased beyond the minimum rate from time to time applicable to the
Premises or to any such other property for the use or uses made thereof, the
Tenant shall pay to the Landlord, as Additional Rent, the amount of any such
increase upon the Landlords demand therefore.

14

20.8.        
Waiver of Right of Recovery.    To the extent that any loss or damage to the
Premises, the Building, or other tangible property, or resulting loss of income,
or losses under workers compensation laws and benefits, are covered by
insurance, neither party shall be liable to the other party or to any insurance
company insuring the other party (by way of subrogation or otherwise), even
though such loss or damage might have been occasioned by the negligence of such
party, its agents or employees. In the event that such waiver of subrogation
shall not be available to the parties except through the payment of additional
premium therefore, the Tenant shall pay such additional premium.

21.        
Condemnation:

In
the event the whole or any part of the Premises shall be taken under the power of eminent
domain, or sold under threat thereof, or taken in any manner for public use, the Landlord,
at its option, may terminate this Lease, which Lease shall then terminate on the effective
date of the condemnation or sale. The compensation awarded or paid for such taking shall
belong to and be the sole property of the Landlord; provided, however, that Tenant may
seek moving and relocation expenses and compensation for loss of business from the
condemning authority, and Tenant shall be entitled to receive from Landlord or the
condemning authority, as the case may be, that portion of such compensation awarded by the
condemning authority as is deemed by the condemning authority to represent Tenants
moving and relocation expense and compensation for loss of business. Notwithstanding
anything contained in this Section 21 to the contrary, Tenant may interpose and prosecute
in any condemnation proceedings a claim for the value of any leasehold improvements, trade
fixtures or personal property paid for and installed by Tenant in the Premises, any of
which were made or installed after the Commencement Date. Tenant shall have no claim
against the Landlord or be entitled to any award or damages other than an abatement of the
rent beyond the period of termination date.

22.        
Additional Rent and Attorneys Fees:

Whenever,
under the terms of this Lease, any sum of money is required to be paid Tenant in addition
to the rental herein reserved, whether or not such sum is herein designated as
additional rental, or provision is made for the collection of such sum as
additional rental, said sum shall, nevertheless, at Landlords option, if
not paid when due, be deemed additional rent, and shall be collectable as such. In the
event of employment of an attorney either by the Landlord or the Tenant because of the
violation of any term or provision of this Lease, the Court or arbitrator shall require
the losing party to pay the other partys reasonable attorneys fees.

23.        
Covenant to Surrender:

This
Lease and the tenancy hereby created shall cease and terminate at the end of the original
term hereof, without the necessity of any notice of termination from either Landlord or
Tenant, and Tenant hereby waives notice to remove and agrees that Landlord shall be
entitled to the benefit of law respecting summary recovery of possession of the premises
from a Tenant holding over to the same extent as if statutory notice was given. If Tenant
shall occupy the premises after such expiration or termination, it is understood that
Tenant shall hold the premises as a tenant from month to month, subject to all the other
terms and conditions of this Lease, at an amount equal to 150% of the highest monthly
rental installment reserved in this Lease.

15

24.        Quiet
Enjoyment:

Landlord
covenants that, upon the payment of the rent herein provided, and the performance by the
Tenant of all covenants herein, and provided that no ongoing, uncured event of default
shall exist, Tenant shall have and hold the premises, free from any interference from the
Landlord, except as otherwise provided for herein.

25.        
Defaults:

(a)        
In case of the non-payment of rent or additional rent which continues for five
(5) Business Days after written notice of same, or in case the said Premises are
deserted, or vacated, the Landlord shall have the right to enter the same by
operation of law and remove Tenant from premises.

(b)        
If either party believes the other has defaulted hereunder other than with
regard to a matter described in this Section 25(a) hereof, that party may give
written notice to the other of such default and request that party within ten
(10) days to assess and pursue with reasonable diligence all steps necessary to
remedy the same, subject to delays by reason of Force Majeure.

(c)        
The Landlord shall have the right after the (i) non-payment of rent within the
applicable time period provided for herein or (ii) if after the action under
Subsection (b) hereof there remains a default, to re-enter and take possession
of the Premises without further formal notice if the default has not been
corrected within said applicable time period (provided that if the Tenant has
commenced to repair the Premises within said applicable time period as to
non-monetary defaults and proceeds, with due diligence to complete same, it
shall not constitute a default), and it is further agreed that notwithstanding
such re-entry, the Tenant shall remain liable for all rent and other damages
including, but not limited to, the cost to repair, restore, renovate, or
decorate the Premises for a new tenant, reasonable attorneys fees, real
estate commissions, and the cost of any legal actions brought against Tenant and
losses as of the date of re-entry, and shall further be liable, at the option of
the Landlord, for the amount of rent reserved under the Lease for the balance of
the term, less any amount of rent received by the Landlord during such period
from others to whom the Premises may be rented on such terms and conditions and
at such rentals as Landlord, in its reasonable discretion, shall deem proper,
all of which shall be at the risk and expense of the Tenant. In addition,
Landlord, at its option, shall have the right to repossess the Premises and
terminate this Lease.

(d)        
In the event Landlord terminates this Lease, the Landlord may, without further
notice, re-enter the Premises and dispossess Tenant, the legal representatives
of Tenant, or other occupant of the Premises, and remove their effects and hold
the Premises as if this Lease has not been made. The Landlord shall also be
entitled to the benefit of all provisions of law for the recovery of land and
tenements held over by Tenant in Baltimore City, Maryland, including the benefit
of any public, general or local laws relating to the speedy recovery of
possession of lands and tenements held over by lessees in said City in which the
Premises are located, or that may hereafter be enacted.

16

(e)        
It is expressly agreed and understood that the exercise of any one or more of
said rights shall not be construed as a waiver of any other rights, it being
understood that all of said rights shall be cumulative and may be exercised
simultaneously.

26.        
Notice:

All
notices from Tenant to Landlord shall be sent by Registered or Certified Mail, Return
Receipt Requested, hand delivery or nationally recognized overnight delivery service and
addressed to:

Henry Glover
                The Kevin F. Donohoe Company, Inc.
                The Curtis Center
                Suite 700
                Independence Square West
                Philadelphia, Pennsylvania 19106
        and:
                Mark P. Keener, Esq.
                Gallagher Evelius & Jones LLP
                218 N. Charles Street
                Suite 400
                Baltimore, Maryland 21201

After occupancy of the demised
premises, all notices from Landlord to Tenant shall be sent by Registered or
Certified Mail, Return Receipt Requested, hand delivery, or nationally
recognized overnight delivery service and addressed to Tenant at:

Michael Noone
                General Manager
                BASI Maryland, Inc.
                300 Fayette Street
                Baltimore, Maryland 21201
                Fax: (410) 385-1957
        and:
                Rodney Bentley
                Controller
                Bioanalytical Systems, Inc.
                2701 Kent Avenue West
                Lafayette, IN 47906
                Fax: (765) 497-1102

17

and:

Ice Miller
                One American Square
                Box 82001
                Indianapolis, IN 46282-0200
                Attention: Stephen Hackman, Esq.
                Fax: (317) 592-4666

Either party may from time to time, designate, in writing, by Notice, a
substitute address and thereafter all notices shall be sent to such substitute
address.

27.        
Other Taxes:

Tenant
shall assume and pay to Landlord, as additional rent, prior to the imposition of any,
penalty, interest or costs for the non-payment thereof, all excise, sales, gross receipts,
or other tax (other than a net income or excess profits tax) which may be (i) assessed or
imposed on or be measured by such rent or other charge which may be treated as rent, or
(ii) which may be imposed on the letting or other transaction for which such tax is
payable and which Landlord may be required to payor collect under any law now in effect or
hereafter enacted by any governmental authority. If such other tax is imposed as
contemplated by this paragraph, Tenant shall have the sole authority, with the cooperation
of Landlord, to contest and/or appeal such imposition.

28.        Representations:

Landlord
or Landlords agents have made no representations or promises with respect to the
said Building or Premises except as herein expressly set forth.

29.        
Trial by Jury:

Landlord
and Tenant do hereby waive trial by jury in any action, proceeding or counter claim
brought by either of the parties hereto against the other on any matters whatsoever
arising out of or in any way connected with this Lease, the relationship of Landlord and
Tenant, Tenants use or occupancy of the demised premises, and/or any claim of injury
or damage, and any emergency statutory or any other statutory remedy.

30.        
Gender:

Reference
to masculine, feminine or neuter shall include proper gender as the case may be. If more
than one Tenant is named herein, the obligations of the person so named shall be joint and
several.

31.        
Construction of Premises:

To
the extent possible, Landlord shall make available to Tenant the benefits of all
warranties and guarantees obtained from contractors, subcontractors, suppliers and
manufacturers in connection with the construction and subsequent alteration and repair of
the Premises and appurtenances.

18

32.        
Estoppel Certificates:

Landlord
and Tenant agree that at any time, and from time to time, upon not less than seven (7)
days prior notice by the other, it will execute, acknowledge, and deliver to the other a
statement in writing certifying that this Lease is unmodified and in full force and effect
(or if there have been modifications, that the same is in full force and effect as
modified, and stating the modifications) and the dates to which the rent and other charges
have been paid in advance, if any, and stating whether or not, to the best knowledge of
the signer of such certificate the other party is in default in the performance of any
covenant, agreement or condition contained in this Lease and, if so, specifying each such
default of which the signer may have knowledge, it being intended that any such statement
delivered hereunder may be relied upon by any third party not a party to this Lease. The
form of Tenant Estoppel Certificate that Tenant is required to complete is attached as
Exhibit D.

33.        Landlords
Liability:

In any action brought to enforce
the obligations or liabilities of Landlord under this Lease, any judgment or
decree shall be enforceable against Landlord only to the extent of
Landlords interest in the Premises, and no such judgment shall be the
basis of execution on, or be a lien on, assets of Landlord other than
Landlords interest in the Premises.

34.        Hazardous
Materials:

Landlord accepts that
Tenants business requires use and storage of substances defined as
Hazardous Materials including but not exclusively chemicals,
preservatives, drug substances, solvents, fuels, insulation, radioactive
materials, metals, flammable substances, compressed and liquefied gases,
biological substances, and medical wastes. Unless used, manufactured, released,
stored, or disposed of in performance of Tenants business, Tenant, its
employees, licensees, invitees, agents and contractors shall not use,
manufacture, release, store or dispose of on, under or about the Premises any of
the aforementioned substances, explosives, asbestos, paint containing lead,
materials containing urea formaldehyde, polychlorinated biphenyls, or any other
hazardous, toxic or dangerous substances, wastes or materials, whether having
such characteristics in fact or defined as such under federal, state or local
laws or regulations and any amendments thereto (all such materials and
substances being hereinafter included as Hazardous Materials). In
addition to those materials required by Tenants business, Tenant may store
products which are of a type customarily found in offices (such as toner for
copiers and the like). All the aforementioned substances will be used,
manufactured, released, stored and disposed of in a careful, safe and lawful
manner and without contaminating the Premises, the Building, the Property or the
environment. If the Tenant breaches the obligations stated in this section 34,
then the Tenant shall indemnify, defend and hold the Landlord harmless from and
against any and all claims, judgments, damages, penalties, fines, costs,
liabilities or losses (including, without limitation, diminution in value of the
Premises, and the Building generally, damages for the loss or restriction on use
of rentable or usable space or of any amenity of the Building generally, damages
from any adverse impact on marketing of space in the Building, and sums paid in
settlement of claims, attorneys fees, consultant fees and expert fees)
which arise during or after the Term as a result of such contamination. This
indemnification of the Landlord by the Tenant includes, without limitation,
costs incurred in connection with any investigation of site conditions or any
cleanup, remedial, removal or restoration work required by any governmental
authority because of Hazardous Material present in the Premises or the Building
generally as a result of Tenants, its agents, employees contractors,
servants, licensees, suppliers, or invitees use of the Premises.

19

35.        
Security:

Tenant
will be allowed to install and maintain its own security system within the Premises, at
Tenants sole cost and expense.

36.        Broker
Commission:

Each
party hereto hereby represents and warrants to the other that in connection with the
leasing of the Premises hereunder, the party so representing and warranting has not dealt
with any real estate broker, agent or finder. Each party hereto shall indemnify the other
against any inaccuracy in such partys representation.

37.        
Authority:

If
the Tenant is a corporation, partnership, limited liability company or similar entity, the
person executing this Lease on behalf of the Tenant represents and warrants that (a) the
Tenant is duly organized and validly existing and (b) this Lease (i) has been authorized
by all necessary parties, (ii) is validly executed by an authorized officer or agent of
the Tenant and (iii) is binding upon and enforceable against the Tenant in accordance with
its terms. Landlord represents and warrants that (a) Landlord is duly organized and
validly existing and (b) this Lease (i) has been authorized by all necessary parties, (ii)
is validly executed by an authorized officer or agent of the Landlord and (iii) is binding
upon and enforceable against the Landlord in accordance with its terms.

20

IN WITNESS WHEREOF, the parties
hereto, by the properly authorized persons and with an intention to sign under
seal, have duly executed this Lease the day and year first above written.

|WITNESS or ATTEST:
/s/ Jayne Caggiano
WITNESS or ATTEST:
/s/ Jen A. Uaguanno | LANDLORD:
300 W. FAYETTE STREET, LLC,
a Delaware limited liability company
By:  /s/ Henry B. Glover, Jr.                         (SEAL)
Name:  Henry B. Glover, Jr.
Title:  Vice President
TENANT:
BASI MARYLAND, INC.
By:  /s/ Michael Silvon                                   (SEAL)
Name:  Michael Silvon
Title:  Secretary
|---------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

21

STATE OF PENNSYLVANIA; CITY/COUNTY OF PHILA, TO WIT:

I HEREBY CERTIFY that on this
7th day of December, before me, the undersigned Notary Public of the
state and county aforesaid, personally appeared Henry B. Glover, Jr., who
acknowledged himself to be the Vice President of 300 W. Fayette
Street, LLC, and that he, being authorized so to do executed the foregoing
instrument for the purposes and in the capacity therein contained.

WITNESS my hand and Notarial
Seal.

| | /s/  Judith B. DickensNotary Public
My commission expires:  June 19, 2006
| | -------------------------------------------------------------------------

STATE OF INDIANA; CITY/COUNTY OF TIPPECANOE, TO WIT:

I HEREBY CERTIFY that on this
6th day of December, before me, the undersigned Notary Public of
the state and county aforesaid, personally appeared Michael Silvon who
acknowledged himself to be the Secretary of BASI Maryland, Inc., and that
he, being authorized so to do executed the foregoing instrument for the purposes
and in the capacity therein contained.

| | /s/  Jen A. Uaguanno
Notary Public
My commission expires:  July 17, 2008
| | ------------------------------------------------------------------------