EXHIBIT 10.17

                               AGREEMENT OF LEASE

                                     Between

                                   SEMEX, INC.

                                       and

                              PENNWALT CORPORATION




<PAGE>
                               AGREEMENT OF LEASE
                                     Between
                                   SEMEX, INC.
                                       and
                              PENNWALT CORPORATION

                                Table of Contents
                                -----------------


                                                                       Page
                                                                       ----
1.     PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
2.     TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
       (a)     Initial Term . . . . . . . . . . . . . . . . . . . . . .   1
       (b)     Extension. . . . . . . . . . . . . . . . . . . . . . . .   1
       (c)     Option to Terminate. . . . . . . . . . . . . . . . . . .   2
       (d)     Entry by Tenant Prior to Term. . . . . . . . . . . . . .   2
3.     RENOVATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .   2
       (a)     Renovation by Landlord . . . . . . . . . . . . . . . . .   2
       (b)     Renovation by Tenant . . . . . . . . . . . . . . . . . .   3
       (c)     Elevator Installation. . . . . . . . . . . . . . . . . .   3
4.     USE OF PREMISES. . . . . . . . . . . . . . . . . . . . . . . . .   4
5.     RENT AND OTHER PAYMENTS BY TENANT. . . . . . . . . . . . . . . .   4
       (a)     Minimum Rent, Initial Term . . . . . . . . . . . . . . .   4
       (b)     Extension Term . . . . . . . . . . . . . . . . . . . . .   4
       (c)     Capital Improvements . . . . . . . . . . . . . . . . . .   5
       (d)     Termination Charge . . . . . . . . . . . . . . . . . . .   6
6.     ADDITIONAL RENT. . . . . . . . . . . . . . . . . . . . . . . . .   7
7.     INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
       (a)     Fire and Other Insurance . . . . . . . . . . . . . . . .  10
       (b)     Liability. . . . . . . . . . . . . . . . . . . . . . . .  10
       (c)     Evidence of Payment. . . . . . . . . . . . . . . . . . .  11
       (d)     Waiver of Subrogation; Rights under
               Insurance Policies . . . . . . . . . . . . . . . . . . .  11
       (e)     Blanket Policies . . . . . . . . . . . . . . . . . . . .  11
       (f)     Increase of Premium. . . . . . . . . . . . . . . . . . .  12
       (g)     Self Insurance . . . . . . . . . . . . . . . . . . . . .  12
8.     TENANT'S FIXTURES. . . . . . . . . . . . . . . . . . . . . . . .  12
9.     SIGNS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
10.    REPAIRS AND MAINTENANCE  . . . . . . . . . . . . . . . . . . . .  13
11.    ALTERATIONS AND ADDITIONS BY TENANT  . . . . . . . . . . . . . .  15
12.    LANDLORD'S RIGHT OF ENTRY  . . . . . . . . . . . . . . . . . . .  16
13.    NET LEASE  . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
14.    UTILITY CHARGES  . . . . . . . . . . . . . . . . . . . . . . . .  17
15.    GOVERNMENTAL REGULATIONS . . . . . . . . . . . . . . . . . . . .  17
16.    MECHANIC'S LIENS . . . . . . . . . . . . . . . . . . . . . . . .  18
       (a)     No Liens . . . . . . . . . . . . . . . . . . . . . . . .  18
       (b)     Discharge of Liens . . . . . . . . . . . . . . . . . . .  18
       (c)     Waiver of Liens. . . . . . . . . . . . . . . . . . . . .  18
       (d)     No Consent of Landlord Intended. . . . . . . . . . . . .  18


                                      (i)
<PAGE>
17.     DAMAGE BY FIRE OR OTHER CASUALTY. . . . . . . . . . . . . . . .  19
18.     INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . .  20
19.     CONDEMNATION. . . . . . . . . . . . . . . . . . . . . . . . . .  21
        (a)     Condemnation of Entire Premises . . . . . . . . . . . .  21
        (b)     Partial Condemnation. . . . . . . . . . . . . . . . . .  21
        (c)     Termination . . . . . . . . . . . . . . . . . . . . . .  22
        (d)     Award . . . . . . . . . . . . . . . . . . . . . . . . .  22
20.     NON-ABATEMENT OF RENT . . . . . . . . . . . . . . . . . . . . .  22
21.     QUIET ENJOYMENT . . . . . . . . . . . . . . . . . . . . . . . .  22
22.     ASSIGNMENT AND SUBLETTING . . . . . . . . . . . . . . . . . . .  22
23.     NONDISTURBANCE. . . . . . . . . . . . . . . . . . . . . . . . .  23
24.     MEMORANDUM OF LEASE; TENANT'S CERTIFICATE . . . . . . . . . . .  23
25.     CURING TENANTS' DEFAULTS. . . . . . . . . . . . . . . . . . . .  24
26.     NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
27.     SURRENDER . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
28.     DEFAULTS -  REMEDIES. . . . . . . . . . . . . . . . . . . . . .  25
29.     GRACE PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . .  27
30.     BROKERS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
31.     ADVERSE POSSESSION. . . . . . . . . . . . . . . . . . . . . . .  27
32.     CONDITION OF TITLE AND OF PREMISES. . . . . . . . . . . . . . .  28
33.     DEFINITIONS AND CONSTRUCTION. . . . . . . . . . . . . . . . . .  28
        (a)     Definition of "Landlord". . . . . . . . . . . . . . . .  28
        (b)     Definition of "Tenant". . . . . . . . . . . . . . . . .  28
        (c)     Definition of "Mortgage" and
               "Mortgagee". . . . . . . . . . . . . . . . . . . . . . .  28
        (d)     Definition of "Mechanic's Lien" . . . . . . . . . . . .  29
        (e)     Definition of "Person". . . . . . . . . . . . . . . . .  29
        (f)     Definition of "Proportionate Share" . . . . . . . . . .  29
        (g)     Consents. . . . . . . . . . . . . . . . . . . . . . . .  29
34.     ENTIRE AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . .  29
35.     WORKLETTER. . . . . . . . . . . . . . . . . . . . . . . . . . .  30
36.     CAPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .  30
37.     COVENANT REGARDING TAX EXEMPT FINANCING . . . . . . . . . . . .  30


                                    EXHIBITS
                                    --------

EXHIBIT  A  -  The  Premises
EXHIBIT  B  -  The  Tract
EXHIBIT  C  -  Landlord's  Work
EXHIBIT  D  -  Subordination,  Non-Disturbance  and
               Attornment  Agreement
EXHIBIT  E  -  Workletter


                                      (ii)
<PAGE>
          THIS  AGREEMENT  OF  LEASE  (this "Lease") is made this 20 day of May,
                                                                  --
1986,  by  and  between  SEMEX, INC., a wholly owned subsidiary of SETON COMPANY
(hereinafter  called  "Landlord")  and  PENNWALT CORPORATION (hereinafter called
"Tenant").

Intending  to  be  legally  bound,  the  parties  hereto  agree  as  follows:

          1.     PREMISES.  Landlord  leases  a  building  (hereinafter  called
                 --------
"Building  B"  a  tract  of  ground  located at 950 Forge Avenue, Norristown, PA
19403,  which  is  more  fully described by metes and bounds on Exhibit B hereto
(hereinafter  called  the  "Tract").  Landlord  does  hereby demise and let unto
Tenant  and  Tenant  does  hereby lease and take from Landlord, for the term and
upon  the terms, covenants, conditions and provisions set forth herein, all that
certain  portion  of Building B as indicated on Exhibit A hereto, which contains
approximately  41,274  square  feet,  and which shall be renovated in accordance
with  Paragraph  3 hereof (hereinafter called the "Premises"), and together with
the  right,  in  common  with  the  other  occupants  of  the  Tract, to use the
driveways,  sidewalks, loading and parking areas on the Tract.  Tenant shall not
use  more  than  its Proportionate Share (as hereinafter defined) of the parking
spaces available on the Tract.  Tenant acknowledges that Landlord is considering
subdividing  and/or  modifying the boundaries of the Tract to exclude Building A
and  Building  C  and/or  to  add  or  delete unimproved land.  Tenant agrees to
cooperate  with  Landlord  in  the  modification  of  the  Tract so long as such
modification  does  not  impair  Tenant's  beneficial use of the Premises or the
financial cost of this Lease.  In the event that the Tract is modified, Tenant's
Proportionate  Share  shall  be  appropriately  adjusted.

          2.   TERM.
               ----

               (a)     Initial  Term.  The  term of this Lease shall commence on
                       -------------
August 1, 1986 (herein the "Commencement Date") and, unless sooner terminated in
accordance  with  the terms hereof, the term of this Lease shall end without the
necessity  for notice from either party to the other on January 31, 1990 (herein
the  "Expiration  Date").

               (b)     Extension. Tenant shall have an option to extend the term
                       ---------
of  this Lease for an additional five years at a rent calculated as set forth in
Paragraph 5(b) below, upon giving Landlord written notice at least twelve months
prior  to  the  expiration of the initial term. Further extension of the term of
this  Lease  shall  be  by  mutual  consent  of  the  parties  in  writing.


<PAGE>
               (c)     Option  to  Terminate.  Tenant  shall  have the option to
                       ---------------------
terminate  this Lease at any time through the first thirty months of the initial
term, upon giving Landlord six months prior written notice no later than the end
of  the  twenty-fourth month of the initial term, such termination to occur only
in  the  event that the technical performance of the clean room is inadequate to
meet  Tenant's  requirements  in  the Piezo Film Venture. Upon such termination,
Tenant  will  pay  a  termination  charge  as set forth in Paragraph 5(d) below.

               (d)     Entry  by Tenant Prior to Term. Tenant and its authorized
                       ------------------------------
agents,  employees  and  contractors  shall at all reasonable times prior to the
Commencement  Date  of  this Lease have the right, at Tenant's own risk, expense
and responsibility, to enter the Premises for the purpose of taking measurements
and  installing  its  furnishings  and  equipment and commencing the renovations
contemplated by Paragraph 3(b), provided that in so doing it shall not interfere
with  or  delay  the  work  to  be performed hereunder by Landlord. Tenant shall
describe  in  writing  for  Landlord  prior  to installation all furnishings and
equipment  and  other  work  to  be  performed.

          3.   RENOVATIONS.
               -----------

               (a)     Renovation  by Landlord.  The Premises shall be renovated
                       -----------------------
by  Landlord  in accordance with Exhibit C, including bringing the clean room up
to a class 10,000 level (prior to Tenant's occupancy) as certified by a mutually
acceptable  testing firm.  Landlord shall have no responsibility for maintenance
of  the  clean  room  class  10,000 level subsequent to the certification by the
testing firm. Prior to Tenant's occupancy, Landlord shall repair and replace the
components  of  the clean room mechanical system and general HVAC systems as may
be  necessary  to  qualify those systems under the Approved Maintenance Contract
(as  defined  in  Paragraph  10(a)). Prior to Tenant's occupancy, Landlord shall
also  make  such  repairs  and  replacements to the other utility and mechanical
systems  within  the  Premises  which  are defective or inoperable as Tenant may
reasonably  request  as  a  condition  to  Tenant  assuming  the  maintenance
responsibilities  therefor  as provided in Paragraph 10(h). New filters shall be
installed in the HVAC systems at Landlord's expense prior to Tenant's occupancy.
Landlord  will  also  provide  the  existing lockers on the Premises, a demising
wall,  and  a  new hot water boiler system as more fully described on Exhibits C
and  E.  All  necessary  construction  as  required hereunder to be performed by
Landlord  shall  be  commenced  promptly and the Premises shall be substantially
completed,  ready  for occupancy and use by Tenant, on or before August 1, 1986;
provided,  however,  that  the  time  for substantial completion of the Premises
shall be extended for

                                       -2-
<PAGE>
additional  periods  of  time  equal  to the time lost by Landlord or Landlord's
contractors, subcontractors or suppliers due to strikes or other labor troubles,
governmental restrictions and limitations, scarcity, unavailability or delays in
obtaining  fuel, labor or materials, war or other national emergency, accidents,
floods,  defective  materials,  fire  damage  or  other  casualties,  weather
conditions,  or  any  cause  similar  or  dissimilar to the foregoing beyond the
reasonable  control  of  Landlord  or  Landlord's contractors, subcontractors or
suppliers, and in such event the Commencment Date shall be extended for a period
equal  to the period of such delay. All construction shall be done in a good and
workmanlike  manner  and  shall  comply  at  the  time  of  completion  with all
applicable  laws,  ordinances,  regulations  and  orders  of the federal, state,
county  or  other  governmental  authorities  having  jurisdiction  thereof.

               (b)     Renovation  by  Tenant. Tenant shall renovate and improve
                       ----------------------
the Premises in accordance with its requirements, using that portion required of
$1,0537,000  made  available  to  it by Seton Company for the purpose of capital
improvements  and  in  compliance  with  Paragraph  11  herein.  Such  proposed
improvements  shall  be submitted by Tenant to Landlord, and shall be subject to
Landlord's  approval  prior  to  any work commencing. Seton Company shall not be
obligated  to  provide  any funds to Tenant for capital improvements the cost of
which  is  incurred after January 31, 1988. Tenant anticipates spending not less
than  $753,000  of  such  funds  by  November 30, 1986, and covenants to provide
Landlord  with  written  notice on or before September 1, 1986 as to the minimum
amount  which  Tenant  will  spend  by  November  30,  1986.

               (c)     Elevator Installation. Tenant shall have the right at any
                       ---------------------
time,  at  its  sole cost and expense, to install an elevator in the Premises in
the  existing  elevator  shaft.  Such  installation  shall  be  subject  to  the
requirements  of  Paragraph  11  hereof,  provided that notwithstanding anything
contained  in  Paragraph  11,  the elevator shall become a permanent part of the
Premises  upon the termination of this Lease. Tenant shall be solely responsible
for  the maintenance, repair and licensing of the elevator, and shall return the
elevator to Landlord at the end of the term of this Lease in good working order.
Tenant shall be entitled to recover, as a credit (the "Elevator Credit") against
minimum  rent  under  Paragraph  5,  up  to  a maximum of $37,000 of the cost of
installing the elevator. The Elevator Credit shall be calculated by dividing the
lesser  of the cost of the elevator or $37,000 by the number of months remaining
in  the  term  of  this  Lease  (including  the  extension term) at the time the
elevator is operational, such amount to be credited against monthly installments
of  minimum  rent  commencing  on the first of the following month. The Elevator
Credit  shall  not  affect  the

                                       -3-
<PAGE>
calculation  of  any  rent  increase  payable under Paragraph 5(b), although the
Elevator  Credit  may  be applied against such increased rent. In the event that
Tenant  does  not  exercise  its  right  to  extend the term of this Lease under
Paragraph  2(b)  or if this Lease is terminated by Landlord because of a default
of  Tenant,  then  Tenant  shall  forfeit  any  remaining  Elevator  Credit.

         4.     USE  OF  PREMISES.  Tenant may use the  facilities for the Piezo
                -----------------
Film  Venture,  with  appurtenant offices and other facilities, or for any other
lawful  use provided that (a) Tenant shall give Landlord prior written notice of
any  change  in  use,  and  (b)  such  other  use  shall not be objectionable to
Landlord,  shall not violate any reasonable use covenants applying to the Tract,
and  shall  not  be  prohibited  by  Sections 103(b)(6)(O) and lO3(b)(18) of the
Internal  Revenue  Code  of  1954,  as  amended.

          5.     RENT  AND  OTHER  PAYMENTS  BY  TENANT.
                 --------------------------------------

               (a)     Minimum  Rent,  Initial  Term. Tenant shall pay a minimum
                       -----------------------------
annual  rent of Three Hundred Seventy-Eight Thousand Seven Hundred Sixty Dollars
($378,760.00)  without  notice  or  demand and without set-off, in equal monthly
installments  of  Thirty-One  Thousand  Five  Hundred  Sixty-Three  Dollars  and
Thirty-Three  Cents  ($31,563.33) on the first day of each calendar month during
the  term of this Lease. If the Commencement Date shall fall on a day other than
the first day of the calendar month, the rent shall be apportioned pro rata on a
per diem basis for the period between the Commencement Date and the first day of
the  following  calendar  month  and  such apportioned sum shall be paid on such
Commencement Date. Rent shall be paid in lawful currency of the United States of
America  to  Landlord at 849 Broadway, Newark, NJ 07104, or to such other person
and  such  other  place  as  Landlord  may  designate  in  writing.

               (b)     Extension  Term. If Tenant exercises its option to extend
                       ---------------
this  Lease as provided for in Paragraph 2(b) above, the minimum annual rent for
the  first  18  months  of  the  extension term shall be the same as the minimum
annual  rent  under Paragraph 5(a) above; but thereafter the minimum annual rent
shall  be  increased  as  provided below for the 19th through 39th months of the
extension  term  and  increased  again  for  the 40th through 60th months of the
extension  term.  Each increase in the minimum annual rent shall be equal to the
sum  of  (i)  the minimum annual rent payable prior to such increase (the "Prior
Minimum  Rent")  plus  (ii)  a  sum  equal to the product of fifty percent (50%)
multiplied  by  the  percentage  change  in  the  "Consumer  Price  Index"  (as
hereinafter  defined) as measured from the "Base Index" (as hereinafter defined)
to  the  "Comparison  Index"  (as  hereinafter defined), multiplied by the Prior
Minimum  Rent; provided,


                                       -4-
<PAGE>
however,  that in no event shall the annual minimum rent be reduced by the terms
and  conditions  of  this subparagraph; and further provided that the first rent
increase  only  hereunder  shall  not  be  less than 7.5% nor more than 15%. For
purposes  of  the  foregoing  calculation:

             (1)   "Consumer Price Index" shall be the CPI-W, Urban Wage Earners
          and  Clerical  Workers - Philadelphia;  (1967 = 100), published by the
          United  States Bureau of Labor Statistics or any successor index. This
          index  is published monthly. In the event that this index is no longer
          published,  the  parties  agree  to  substitute  a  comparable  index.

             (2)   "Base Index" shall be the Consumer Price Index for the second
          month preceding the month in which the Commencement Date occurs in the
          case of  the first minimum annual rent increase, or for the 16th month
          of  the  extension  term  in  the  case  of  the second such increase.

             (3)   "Comparison Index" shall be the Consumers Price Index for the
          second month preceding the first month in which the particular minimum
          annual  rent  increase  is  to  be  effective.

Landlord  shall provide Tenant with a calculation of the increase in the minimum
annual  rent  as  soon as reasonably possible. This statement will set forth (i)
the  total  cost  of living increase and the method of calculating the same, and
(ii)  the  portion of the cost of living increase due from Tenant, if any, since
the effective date of such increase. Until such statement is received by Tenant,
Tenant  shall  continue  to pay monthly rent based upon the prior minimum annual
rent.  Following the receipt of such statement, Tenant shall (a) promptly make a
retroactive  payment  to Landlord equal to the amount of the increase applicable
to  the months preceding the delivery of such statement which are subject to the
increase  and  (b)  thereafter pay Landlord, on the first day of each succeeding
month,  1/12th  of  said  increased  minimum  annual  rent.

               (c)     Capital  Improvements.  The funds made available by Seton
                        ---------------------
Company to Tenant for capital improvements to the Premises pursuant to Paragraph
3(b)  shall  bear interest thereon as the same are disbursed by Seton Company at
the  Interest Rate (as hereinafter defined). Interest on the outstanding balance
shall  be  payable  monthly  in  arrears  by  Tenant  to Seton Company with each
installment of rent. The entire principal amount of the funds disbursed together
with  all  accrued


                                       -5-
<PAGE>
and unpaid interest shall be payable on the last day of the initial term of this
Lease;  provided  that Tenant shall have the right to prepay in whole or in part
the  outstanding  principal  balance  without  penalty on the first of any month
commencing  February 1, 1988. For purposes of the foregoing, the "Interest Rate"
shall be the announced "prime rate" of First Pennsylvania Bank N.A. less one and
one-half  percent  (1.5%).  In  calculating  the  interest due in any month, the
Interest Rate shall be set as of the first of such month and applied against the
weighted  average  balance of funds disbursed and outstanding during such month.
Said  amount  shall be payable on the first of the following month. Tenant shall
include  with  each  payment a written verification of the Interest Rate for the
month  to  which the payment relates together with a calculation of the interest
due  and  owing.

               In  the  event Landlord sells the Premises prior to the repayment
in  full  of  the  funds  advanced  under  Paragraph 3(b) plus interest, (i) the
provisions of this Paragraph and Paragraph 3(b) shall be deleted from this Lease
and  reduced  to a simple loan agreement and note in form mutually acceptable to
Seton  Company  and Tenant so that the obligations of Seton Company and Pennwalt
Corporation  under  this  Paragraph  and  Paragraph  3(b),  including  without
limitation  the  balance of the term of the loan, shall continue as if such sale
had  not  occurred,  and  (ii)  Semex,  Inc.  shall not be obligated to make any
further  advances  under  Paragraph  3(b)  provided that if Seton Company's bond
financing  is  assumed by the purchaser of the Premises, such purchaser shall be
obligated  to  fund the balance, if any, of such monies under the same terms and
conditions  as  would have applied to Semex, Inc. if such sale had not occurred.

               (d)     Termination  Charge.  In  the event Tenant shall exercise
                       -------------------
its  option  to  terminate this Lease pursuant to Paragraph 2(c) above, it shall
pay Landlord a termination charge equal, to the sum of (i) the unpaid portion of
the  capital  improvements  funds provided by Landlord as set forth in Paragraph
3(b)  above,  and  (ii)  the  difference  between  the  minimum  annual rent for
thirty-three  months and the minimum annual rent paid through the effective date
of  termination. Tenant shall make the payments required under this subparagraph
in  a single payment to Landlord on the first day of the month in which the term
of  this Lease will expire by virtue of the exercise of such termination option.


                                      -6-
<PAGE>
          6.     ADDITIONAL  RENT.
                 ----------------

               (a)     Tenant  agrees  to  pay to Landlord as additional rent an
amount,  on  an  annual  basis, determined by multiplying Tenant's Proportionate
Share  (as  defined  in  Paragraph  33(f))  times the sum of Operating Costs and
Impositions  for  the Tract for each calendar year during the term of the Lease.
Except as hereinafter provided, such amount shall be payable annually within 30
days  after  receipt  by  Tenant of a statement therefor. For each calendar year
during  the  term  of this Lease, Landlord may provide to Tenant a projection of
Tenant's  Proportionate  Share for such year of Operating Costs and Impositions,
and  thereafter  Tenant  shall  pay  as additional rent with each installment of
minimum  rent,  1/12th  of  such  projected Tenant's Proportionate Share. In the
event  that such statement is given after January 1 of any calendar year, Tenant
shall  (a) continue to make payments based on any prior projection until the new
projection  is received, (b) when such new projection is received, promptly make
a  retroactive  payment  with  respect to prior months during such year, and (c)
thereafter  make  future  payments  on the basis of the new projection. Landlord
shall have the right at any time during a calendar year to adjust its projection
of  Operating  Costs and Impositions, and upon Tenant being notified of any such
new  projection,  Tenant  shall  similar  make  a  retroactive  payment, and all
subsequent  payments  of  additional  rent shall be based on the new projection.
Landlord  shall,  within  150 days (or as soon thereafter as possible) after the
close  of  each  calendar year, provide to Tenant a statement of Tenant's actual
Proportionate  Share of Operating Costs and Impositions. If the sum of estimated
payments previously made by Tenant are less than Tenant's Proportionate Share of
actual Operating Costs and Impositions, Tenant shall promptly pay the deficiency
to  Landlord.  However,  if  the sum of such estimated payments exceeds Tenant's
Proportionate  Share  of  actual  Operating Costs and Impositions, then Landlord
shall  credit  the  amount  of  such overpayment to the next rent due under this
Lease.  If  only  part  of  the calendar year shall fall within the term of this
Lease, the amount computed as additional rent with respect to such calendar year
shall be prorated. Tenant shall have the right, at its cost, and upon reasonable
notice,  to examine the books and records of Landlord relating to any cost to be
borne  by  Tenant  hereunder.

               (b)     The  defined  terms  used  in  this  Paragraph 6 have the
following meanings:

                    (1)  "Operating  Costs"  shall  mean  all  direct  costs  of
               operation and maintenance of the buildings and related facilities
               on  the  Tract (as


                                       -7-
<PAGE>
               determined  by  standard  accounting  practices)  that  are to be
               shared  by  Tenant  under  Paragraphs 7(a), 10(c) and 10(e). Such
               costs  shall include without limitation: water and sewer charges,
               including  assessments  and  service;  any  increase in insurance
               premiums  as  provided  in  Paragraph  7(a);  the cost of grounds
               maintenance  and  operation and repair; snow removal and lawn and
               general  grounds  upkeep  including  paving  maintenance  and
               replacement; landscaping maintenance and replacement; electricity
               for  outdoor  lighting;  repair,  maintenance  and replacement of
               grounds;  the  cost  of  any  capital  improvements  made for the
               purpose  of  reducing  operating  expenses,  which  cost shall be
               amortized  over  such  reasonable  period  as  Landlord  shall
               determine,  together  with interest on the unamortized balance at
               the  rate  equal  to  the announced "prime rate" being charged by
               First  Pennsylvania  Bank,  N.A., or such higher rate as may have
               been  paid  by  Landlord  on  funds  borrowed  for the purpose of
               constructing  such capital improvements (provided that the amount
               of  such  amortization  shall not exceed the savings on an annual
               basis).  Items  of  Operating  Costs  which  are  not exclusively
               incurred  with respect to the buildings on the Tract by reason of
               the  nature  of  the  items  or  otherwise,  shall  be  equitably
               allocated  by  Landlord  among  the  buildings to  which the same
               relate or for whose benefit the same have been incurred, and only
               the  portion  allocated  to  the  buildings on the Tract shall be
               included  in  calculating  Operating  Costs.  The term "Operating
               Costs"  shall not include utility service to be paid for directly
               by  Tenant  as  hereafter  provided,  depreciation, interest, net
               income,  franchise  or  capital  stock taxes payable by Landlord,
               executive  salaries,  real  estate  brokers'  commissions, or the
               costs  of services not uniformly available to all. tenants of the
               Tract.

                    (2) "Impositions" shall mean all levies, taxes, assessments,
               water  and  sewer  rents  and  charges, liens, license and permit
               fees, charges for public utilities and all other charges, imposts
               or  burdens  of  whatsoever  kind  and  nature,  whether  or  not
               particularized  by name, and whether general or special, ordinary
               or  extraordinary,  foreseen  or  unforeseen,  which  at any time
               during  the  term  of  this  Lease  may  be  created,  levied,


                                       -8-
<PAGE>
               assessed, conformed, adjudged, imposed or charged by any federal,
               state  or  municipal government or public authority, or under any
               law,  ordinance  or regulation thereof or of any public authority
               whatsoever,  including,  among  others, all special tax bills and
               all  special, general or other assessments, liens or charges made
               on  local  or  general  improvements or under any governmental or
               public power or authority whatsoever, upon or with respect to the
               Tract  and  the  buildings  or  any  improvements now constructed
               thereon  (but  excluding  any  Impositions on future additions or
               improvements  to  the  Tract  except  as  hereinafter  provided).

               (c)     Notwithstanding  the  foregoing, Tenant shall pay 100% of
all  Impositions  specifically  and separately assessed against the improvements
made  by  Tenant  under  Paragraph  3(b) or directly upon this Lease or the rent
payable hereunder or amounts payable by any subtenants or other occupants of the
Premises,  or  upon this transaction or any documents to which Tenant is a party
or  successor  in  interest, or against Landlord because of Landlord's estate or
interest  herein. In the event that the Premises are separately assessed for any
type  of  Imposition,  Tenant shall pay 100% of such Imposition and that type of
Imposition  shall  be  deleted  entirely  from  the  calculation  of  Tenant's
Proportionate  Share  of  Impositions  with  respect  to  the  entire  Tract.

               (d)     If  any  Imposition  shall  be created, levied, assessed,
adjudged,  imposed,  charged  or  become a lien with respect to a period of time
beginning  before  the  Commencement Date or ending after the expiration of this
Lease  (other  than  by  reason of breach of any of the terms hereof by Tenant),
then  Tenant  shall  be  required  to  pay  only  that part of its share of such
Imposition  which  is  proportionate  to  the  length of said period which falls
within the term of this Lease. If Landlord is permitted to pay (by the assessing
and  collecting  authorities  and  by  all  mortgagees)  any  Imposition  in
installments, only those installments due during the term of this Lease shall be
considered in the foregoing calculations. Nothing herein contained shall require
Tenant  to  pay any income or excess profits taxes assessed against Landlord, or
any  corporation  capital  stock  and  franchise  taxes  imposed  upon Landlord.

               (e)     Contest.  Tenant,  without  postponement  of payment, may
                       -------
bring  proceedings  to  contest  the  validity or amount of any Imposition or to
recover  payments  therefor,  provided  that  Tenant shall save Landlord and all
other tenants of the building


                                       -9-
<PAGE>
harmless  from  all  costs  and  expenses  in  connection with such proceedings.
Landlord  shall  cooperate  with  Tenant with respect to such proceedings to the
extent  reasonably  necessary,  but  all  costs,  fees  and expenses incurred in
connection  with  such  proceedings  shall be borne by Tenant. Tenant shall give
Landlord  written advance notice  of Tenant's intention to take any such action.

          7.   INSURANCE.
               ---------

               (a)     Fire  and  Other  Insurance.  Landlord shall maintain and
                       ---------------------------
keep  in  effect  throughout  the  term  of this Lease insurance against loss or
damage  to  all buildings and all other improvements now or hereafter located on
the  Tract  by  fire  and such other casualties as may be included within either
fire and extended coverage insurance or all-risk insurance in an amount equal to
the  full  insurable value thereof, and may maintain rent insurance, plate glass
insurance,  war  risk insurance (when available) and other such insurance as may
reasonably  be required from time to time by any mortgagee or as may be required
generally  by  mortgage  lending  institutions. Tenant shall pay to Landlord, as
additional  rent  hereunder,  upon demand, its Proportionate Share of any future
increase  in  the premiums for such insurance over the amounts payable as of the
Commencement  Date.  Tenant  shall  maintain  throughout  the term of this Lease
boiler  insurance  on the boiler serving the Premises in an amount equal to that
customarily  carried  on  similar  boilers in similar operations. Such insurance
shall  name  Landlord  as an additional insured and shall meet (and Tenant shall
comply  with) the requirements of the last four sentences of Paragraph 7(b). All
equipment  purchased by Tenant with funds provided under Paragraph 3(b) shall be
insured,  maintained  and operated, at Tenant's sole cost and expense, as may be
required  by  the  terms  of  Seton  Company's  bond  financing.

               (b)     Liability.  Tenant,  at  Tenant's  sole cost and expense,
                       ---------
shall  maintain  and  keep  in  effect  throughout  the  term  insurance against
liability for bodily injury (including death) or property damage in or about the
Premises,  the  common  areas of Building "B" and the common areas of the Tract,
under  a  policy  of  commercial  general  public liability insurance, with such
limits  for  each  occurrence,  in  the  aggregate  and  for personal injury and
property  damage  as  is  reasonable  and  is  customarily  carried  on  similar
operations.  The policies of commercial general public liability insurance shall
name  Landlord  as an additional insured. Each policy required by this Paragraph
7(b) shall provide that it shall not be cancellable without at least thirty (30)
days  prior  written  notice  to  Landlord  and  to  any  mortgagee  named in an


                                      -10-
<PAGE>
endorsement  thereto and shall be issued by a insurer licensed to do business in
the  state  where  the Premises are located. At least five (5) days prior to the
Commencement  Date  of  this  Lease,  Tenant  shall  provide  Landlord  with  a
certificate  evidencing  such  insurance and shall deliver a renewal certificate
to  Landlord  and at least thirty (30) days before any such policy expires. Each
such  policy  shall  provide that no such act or omission of Tenant shall affect
the  obligation  of  the  insurer  to pay the full amount of any loss sustained.

               (c)     Evidence  of  Payment.  If  Tenant  shall fail, refuse or
                       ---------------------
neglect to obtain or to maintain any insurance that it is required to provide or
to  furnish Landlord with satisfactory evidence of payment of the premium on any
such policy within the time required as set forth above, Landlord shall have the
right,  at  Landlord's  option, upon five (5) days notice to Tenant, to purchase
such  insurance  and  to  pay  the  premiums  thereon  or to pay the premiums on
insurance  which Tenant should have paid for. All such payments made by Landlord
shall  be  recoverable  by  Landlord  from  Tenant  on demand as additional rent
hereunder  together  with  interest  at the rate of ten percent (10%) per annum,
from  the  respective  dates  of  Landlord's  making  the  payments.

               (d)     Waiver  of  Subrogation; Rights under Insurance Policies.
                       --------------------------------------------------------
Each  of  the  parties  hereto  hereby  releases the other, to the extent of the
releasing party's insurance coverage, from any and all liability for any loss or
damage  covered  by  such  insurance which may be inflicted upon the property of
such  party  even  if such loss or damage shall be brought about by the fault or
negligence  of the other party, its agents or employees; provided, however, that
this  release  shall  be effective only with respect to loss or damage occurring
during  such  time as the appropriate policy of insurance shall contain a clause
to  the  effect  that  this release shall not affect said policy or the right of
the  insured to recover thereunder. If any policy does not permit such a waiver,
and  if  the  party to benefit therefrom requests that such a waiver be obtained
and  has  first  obtained  such a waiver benefitting the other party, such other
party  shall  endeavor  to  obtain  an  endorsement  to  its  insurance policies
permitting such waiver of subrogation if it is available and if such policies do
not  provide  therefor. If an additional premium is charged for such waiver, the
party  benefitting therefrom, if it desires to have the waiver, agrees to pay to
the  other  the  amount  of  such  additional premium promptly upon being billed
therefor.

               (e)     Blanket  Policies. Tenant may carry any insurance that it
                       -----------------
is  required  to provide under a blanket policy for the risks and in the minimum
amounts  above  specified.


                                      -11-
<PAGE>
               (f)     Increase  of  Premium. Tenant will not do or suffer to be
                       ---------------------
done,  or  keep  or suffer to be kept, anything in, upon, or about the Premises,
the  Building  B or the Tract which will contravene Landlord's policies insuring
against  loss  or  damage by fire or other hazards (including but not limited to
public liability) or which will prevent Landlord from procuring such policies in
companies  acceptable  to  Landlord.  If  anything  done,  omitted to be done or
suffered  to  be  done  by Tenant, or kept or suffered by Tenant to be kept, in,
upon,  or  about  the  Premises, Building B or the Tract shall cause the rate of
fire or other insurance on the Premises, Building B, the Tract or other property
of  Landlord  in  companies  acceptable  to  Landlord to be increased beyond the
otherwise  prevailing  rate from time to time applicable to the Premises for use
for  the purposes permitted under this Lease, Tenant will pay the amount of such
increase promptly upon Landlord's demand. If Tenant's use of the Premises at any
time  includes  any process, procedure, equipment, or materials which render the
Premises  uninsurable,  Tenant shall be in default of its obligations under this
Lease and Landlord shall have available to it all remedies provided in Paragraph
28  hereunder.

               (g)     Self  Insurance. Notwithstanding anything to the contrary
                       ---------------
contained herein, so long as Tenant shall have positive earnings from continuing
operations  (excluding  extraordinary  charges),  Tenant shall have the right to
self-insure all or any part of the insurance required to be maintained by Tenant
hereunder.  Tenant  shall  make  Landlord  whole  for any loss suffered during a
period  of self insurance to the extent that Landlord could have recovered under
a  policy  which  otherwise  would have been required to have been maintained by
Tenant  hereunder.

          8.     TENANT'S  FIXTURES.  Subject to the provisions of Paragraphs 11
                 ------------------
and  16 hereof, Tenant shall have the right to install in the Premises any trade
fixtures and equipment and to remove any or all such fixtures and equipment from
time  to  time  during  the  term of this Lease; provided, however, that no such
installation or removal shall affect the structural portions of the Premises and
that Tenant shall repair and restore any damage or injury to the Premises caused
by  the  installation  and/or  removal  of any such fixtures and equipment, such
repair  and  restoration to be made to a standard at least to place the Premises
in  the same condition it would have been had Tenant not made such installations
and/or  removals.

          9.     SIGNS.  Except  for  signs  which are located wholly within the
                 -----
interior of the Premises and which are not visible from the exterior of Building
B,  no  signs  shall be placed,


                                     - 12 -
<PAGE>
erected, maintained or painted at any place upon the Premises, without the prior
written  consent  of  Landlord as to the size, design, color, location, content,
illumination,  composition  or material and mobility thereof. All signs shall be
maintained by Tenant in good condition during the term of this Lease, and Tenant
shall  remove  all  signs  at the termination of this Lease and shall repair and
restore  any  damage  caused  by  the  installation  and/or  removal  thereof.

          10.     REPAIRS  AND  MAINTENANCE.
                  -------------------------

               (a)     Except  as specifically otherwise provided below, Tenant,
at  its  sole cost and expense and throughout the term of this Lease, shall keep
and  maintain  the  Premises in good order and condition and shall promptly make
all  repairs, renewals and replacements necessary to keep and maintain such good
order  and  condition,  normal  wear  and  tear  excepted,  and  subject  to the
provisions  of Paragraph 17. All repairs, renewals and replacement shall utilize
materials  and  equipment  which are at least equal in quality and usefulness to
those originally used in constructing the Premises. Tenant shall obtain prior to
the  Commencement  Date  a  standard  maintenance  contract  on  the  clean room
mechanical  system  and the HVAC system serving the Premises in a  form mutually
acceptable  to  Landlord  and  Tenant  (the "Approved Maintenance Contract") and
shall  subsequently  maintain  at  all  times  during  the  term of this Lease a
maintenance contract on the clean room mechanical system and HVAC system serving
the  Premises which provides coverage at least equal to the Approved Maintenance
Contract  (or  in  lieu of carrying such a contract, Tenant shall be responsible
for  any  repairs  or  maintenance which would have been covered by the Approved
Maintenance  Contract).  Tenant  will  be responsible for changing filters after
Landlord's  initial  installation  of  new  filters.

               (b)     Landlord,  throughout  the  term hereof and at Landlord's
sole  cost  and  expense,  shall  make  all  necessary repairs to the structure,
including  the roof and walls, of Building B; provided, that Landlord shall have
no  responsibility  to make any repair unless and until Tenant notifies Landlord
in  writing  of  the  need  for such repair and provided, further, that Landlord
shall  have  no  responsibility  to  repair any damage which arises out of or is
caused  by any negligence or abuse, of Tenant or any employee, agent, contractor
or  invitee  of  Tenant,  or  by Tenant's installations in or upon the Premises.

               (c)     Landlord,  throughout  the term of this lease, shall make
all  necessary  repairs to any driveways, sidewalks, curbs, loading, parking and
landscaped  areas,  and  other  similar improvements on the Tract, provided that
Landlord shall have no


                                     - 13 -
<PAGE>
responsibility to make any repair unless and until Tenant or any other tenant of
Building  B  notifies  Landlord  in  writing of the need for such repair. Tenant
shall  pay as additional rent its Proportionate Share of the cost of all repairs
specified  in this Paragraph (c) and similar repairs to Buildings A and C on the
Tract,  upon  being  billed  therefor  by  Landlord, except for (i) repairs made
necessary  because  of  any  abuse  by or any negligent acts or omissions of any
tenant of the Tract or such tenant's employees, agents, contractors or invitees,
and  (ii)  repairs which under generally accepted accounting practices should be
capitalized.

          (d)     Landlord agrees to perform all repair work in such a manner so
as  to  minimize  to  the  extent  practicable  any  inconvenience,  annoyance,
disturbance  or  other damages to Tenant's ongoing business operations. Landlord
agrees  to  give  Tenant  reasonable  advance notice of such work, except in the
event  of  an  emergency.

          (e)     Landlord shall keep and maintain all common areas of the Tract
in  a  clean  and  orderly  condition, free of accumulation of dirt and rubbish,
shall  keep  and  maintain all landscaped areas in a neat and orderly condition,
and  shall  perform all necessary snow removal to clear sidewalks, parking areas
and  access  ways.  Tenant  shall pay its Proportionate Share of the cost of all
work  to  be  performed by Landlord pursuant to this Paragraph (e) as additional
rent,  upon  being  billed  therefor  by  Landlord.

          (f)     Tenant shall keep and maintain all portions of the Premises in
a  clean and orderly condition, free of accumulation of dirt and rubbish. Tenant
shall  not  use  or  permit  the  use of any portion of the Premises for outdoor
storage.  Tenant  shall  arrange  for  and shall pay for janitorial services and
trash  collection required to keep the Premises in a neat and clean condition at
all  times.

          (g)     Tenant  at its election shall install or otherwise arrange for
security  by  personnel, electronic or other means of the Premises and shall pay
for  all  charges  in connection therewith, including any additional electrical,
renovation,  maintenance,  or  any  other kind of labor or work required for the
installation and maintenance of such system, whether as an initial or continuing
charge.

          (h)     Notwithstanding anything to the contrary contained herein, any
repairs  or  replacements to the clean room mechanical system not covered by the
Approved  Maintenance  Contract  (except  for  repairs  or replacements required
because  of


                                     - 14 -
<PAGE>
Tenant's  negligence  for  which Tenant shall have sole responsibility) shall be
performed  by  or  at the direction of Tenant, with the consent of Landlord, and
the  cost  thereof  shall be allocated between Tenant and Landlord based on that
portion of the economic life of the repair or replacement which falls within the
term  of  this  Lease  (including any extensions if and when exercised) and that
portion  of  the  economic  life  of the cost, repair or replacement which falls
outside  of  the  term  of  this  Lease,  respectively.  Tenant  shall be solely
responsible  for  the  cost,  repair and maintenance of any additional cleanroom
mechanical  equipment  added to the clean room by Tenant to upgrade or otherwise
modify the system. Tenant shall also make all necessary repairs and replacements
to  all  utility  and  mechanical systems within the Premises (including rooftop
HVAC  units  to  the  extent  not  covered by the Approved Maintenance Contract)
serving  only  the Premises; provided that Landlord shall be responsible for the
repair  of  any  catastrophic  failure  to  such  system  which,  in  Landlord's
reasonable  opinion,  was  not  caused  by  Tenant's  negligence  or by Tenant's
modification  or  alteration  of  such  system.

          11.     ALTERATIONS  AND ADDITIONS BY TENANT. Tenant shall not make or
                  ------------------------------------
permit  to  be  made any alterations, improvements or additions to the Premises,
Building  B  or the Tract, without on each occasion first presenting to Landlord
plans  and  specifications  therefor, including appropriate building permits and
other licenses required, and obtaining Landlord's prior written consent thereto;
except  that  after  the  initial  renovation Tenant may make minor alterations,
improvements or additions to the interior of the Premises without the consent of
Landlord;  provided that Tenant notifies Landlord at least 10 days in advance of
commencing  such  work. Landlord agrees not to withhold any required consent if:
(i)  Tenant supplies Landlord with plans and specifications for the alterations,
improvements,  or additions and any necessary permits therefor at least ten (10)
days in advance thereof; (ii) such alterations, improvements or additions do not
impair  the  structural  strength of Building B, or reduce its value, or overtax
any  of  the  mechanical systems in place at the Commencement Date; (iii) Tenant
shall  take  or  cause  to  be taken all steps that are required by Paragraph 16
hereof  and  that  are  required  or  permitted  by  law  in  order to avoid the
imposition of any mechanic's, laborer's or materialmen's lien upon the Premises,
Building  B  or  the  Tract;  and  (iv)  the  occupants  of the Tract and of any
adjoining  real  estate owned by Landlord are not disturbed or annoyed by reason
thereof.  All,  or  any part of the alterations, improvements and additions made
pursuant to this Paragraph 11 may be removed by Tenant at the end of the term of
this  Lease.  Tenant  shall  remove  any  such  alterations,  improvements  and
additions  at  the  end  of  the  term of this


                                     - 15 -
<PAGE>
Lease  at  the  request  of  Landlord,  provided  that  at the time of giving of
Landlord's  consent  to  such  alteration,  improvement  or  addition,  Landlord
reserved  the right to so request such removal. In each case Tenant shall repair
and restore the portion of the Premises affected by such removal to its original
condition.  Any  alterations, improvements and additions not so removed shall be
and  become  part  of  the Premises and the property of Landlord without payment
therefor  by  Landlord  shall  be surrendered to Landlord upon the expiration or
earlier  termination  of  the  term  of  this  Lease.

          Without limiting the generality of the foregoing, Landlord consents to
the installation by Tenant of a chiller, a nitrogen tank, and a propane tank and
related  improvements  which  shall  be located outside Building B in a location
mutually  acceptable  to  Landlord  and  Tenant.  Tenant acknowledges Landlord's
desire  to maintain the first class appearance of the exterior of Building B and
agrees  to comply with Landlord's reasonable requirements as to the location and
screening  of  such  facilities.

     12.     LANDLORD'S  RIGHT  OF  ENTRY.
             -----------------------------

               (a)     Tenant  shall  permit  Landlord  and  the  authorized
representatives  of  Landlord  and of any mortgagee or any prospective mortgagee
to  enter Premises at all reasonable times for the purpose of: (i) inspecting it
and  (ii) making any necessary repairs thereto or to Building B or the Tract and
performing  any  work  therein.  Landlord  shall  give Tenant reasonable advance
notice  of any such entry, and all persons so entering shall be accompanied by a
representative  of  Tenant,  except  in  the  case  of  an  emergency.  Landlord
acknowledges that Tenant intends to use confidential and proprietary information
and  manufacturing  processes  in  the  Premises,  and agrees, at the request of
Tenant,  to  cause  all  persons so entering the Premises to sign an appropriate
confidentiality  agreement  supplied  by  Tenant. Nothing herein shall imply any
duty  upon  the part of the Landlord to do any work or to make any repairs which
under  any  provision  of  this Lease Tenant may be required to perform, and the
performance  thereof  by  Landlord  shall  not  constitute  a waiver of Tenant's
default  in  failing  to  perform  the  same.

               (b)     Landlord  shall have the right at all reasonable times to
enter  and  to  exhibit  the Premises for the purposes of sale or mortgage, and,
during the last twelve (12) months of the term of this Lease (as the same may be
extended)  or  at  any  time  after  this  Lease has been properly terminated as
provided  for  in  this  Lease,  to enter and to exhibit them to any prospective
tenant.


                                     - 16 -
<PAGE>
          13.     NET LEASE. This Lease is a "net lease" and Landlord is not and
                  ---------
shall  not  be  required  to render any services of any kind to Tenant except as
expressly  set  forth  herein.

          14.     UTILITY  CHARGES.   Tenant shall be solely responsible for and
                  ----------------
shall pay promptly all rents, costs and charges for any separately metered water
service,  sewer  service, gas, electricity, light, heat, steam, power, telephone
and  other  communication  services,  and  any  and all other separately metered
utility  or service rendered or supplied upon or in connection with the Premises
or  used  or  consumed  in  or  servicing  the  Premises and all other costs and
expenses  involved  in  the care, management and use of  the Premises throughout
the  term  of  this lease, and Tenant shall indemnify Landlord and save Landlord
harmless  against  any  costs,  liability  or damages on such account. Utilities
serving the Premises which are not separately metered shall be an Operating Cost
under  Paragraph  6.

          15.     GOVERNMENTAL  REGULATIONS.  Throughout  the term of this Lease
                  -------------------------
at  its  sole  cost  and  expense,  Tenant shall  comply promptly with all laws,
ordinances, notices, orders, rules, regulations and requirements of all federal,
state  and  municipal  governments  and all departments, commissions, boards and
offices  thereof,  and  with  all  notices, orders, rules and regulations of the
National  Board  of  Fire  Underwriters  or  any  other  body  now  or hereafter
constituted  exercising  similar  functions,  relating to all or any part of the
interior  of  the Premises, or to use or manner of use of the Premises or to the
fixtures  and  equipment  upon  the  Premises,  whether any of the foregoing are
foreseen  or  unforeseen,  or ordinary or extraordinary; provided, however, that
Tenant  shall  not be required to comply with the foregoing laws, ordinances and
notices  with  respect to any deficiencies in the Premises (including Landlord's
work  under  Paragraph 3(a) but excluding any work performed by Tenant) existing
at  the  time  of  the  Commencement  Date  or  to  otherwise  make  any capital
improvements  or  repairs  to  the Premises unless the need for such compliance,
improvements or repairs arises out of or is caused by the particular use, manner
or  occupancy  of  the Premises  by Tenant or any employee, agent, contractor or
invitee  of  Tenant (as opposed to a requirement generally applicable to office,
warehouse,  or  manufacturing  use)  or by Tenant's installations in or upon the
Premises. Without limiting the generality of the foregoing, Tenant shall keep in
force  at  all times all licenses, consents and permits necessary for the lawful
use  of  the Premises for the operations conducted therein. Tenant shall pay all
personal  property  taxes, income taxes, license fees, and other taxes which are
or  may  be  assessed,  levied  or  imposed  upon  Tenant in connection with the
operation of its business upon the Premises, and Tenant shall observe and comply
with  the


                                      -17-
<PAGE>
requirements  of  all  public  liability,  fire  and other policies of insurance
covering  the  Premises  or  the  equipment  thereon.

          16.     MECHANIC'S  LIENS.
                  -----------------

               (a)     No  Liens. Tenant will not create or permit to be created
                       ---------
or  remain,  and will charge, any mechanic's lien arising out of work contracted
for  by Tenant, and Tenant will not suffer any other matter or thing whereby the
estate, right and interest of Landlord in the Premises or any part thereof might
be  impaired;  provided that any mechanic's lien, notice of intention, or notice
of  refusal,  may be discharged in accordance with Paragraph 16(b); and provided
further  that Tenant shall not be responsible for any mechanic's lien filed as a
result  of  work  done  by  or  for  Landlord.

               (b)     Discharge of Liens. If any mechanic's lien shall be filed
                       ------------------
at  any  time,  Tenant,  within  fifteen  (15)  days  after notice of the filing
thereof,  will  cause  it  to be discharged or record by payment, deposit, bond,
order  of  a  court  of competent  jurisdiction or otherwise. If Tenant fails to
cause  any such lien to be discharged within such fifteen (15) day period, then,
in  addition  to  any  other  right  or  remedy,  Landlord may, but shall not be
obligated  to,  discharge  such  lien after giving Tenant an additional ten (10)
days notice by paying the amount claimed to be due or by procuring the discharge
of  such  lien  by  deposit  or  by  bonding proceedings, and in any such event,
Landlord  shall be entitled, if Landlord so elects, to compel the prosecution of
any  action  for the foreclosure of such lien by the lienor with interest, costs
and  allowances.  Any  amount  so  paid  by  Landlord and all costs and expenses
incurred by Landlord in connection therewith, together with interest thereon, at
the  rate of ten percent (10%) per annum from the respective dates of Landlord's
making of the payments and incurring of the costs and expenses, shall constitute
additional  rent  payable by Tenant under this Lease and shall be paid by Tenant
to  Landlord  on  demand.

               (c)     Waiver of Liens. Notwithstanding anything to the contrary
                       ---------------
set  forth  in this Paragraph, prior to the making of any alterations, additions
or  improvements  to  the  Premises, Tenant shall, if allowed by applicable law,
cause  to  be  duly  filed  and  recorded in the appropriate offices a waiver of
mechanics'  liens.

               (d)     No  Consent  of  Landlord  Intended. Nothing contained in
                       -----------------------------------
this  Lease  shall  be deemed or construed in any way to constitute a consent or
request  of  Landlord,  express  or  implied,  to any contractor, subcontractor,
laborer or materialmen


                                      -18-
<PAGE>
for  the  performance  of  any  labor or the furnishing of any materials for any
specific  alteration,  addition,  improvement  or  repair, or to give Tenant any
right,  power  or  authority  to  contract  for  or  permit the rendering of any
services  or  the furnishing of any materials that would give rise to the filing
or  any  mechanic's lien, or to evidence Landlord's consent to the imposition of
any  mechanic's  lien.

          17.     DAMAGE  BY  FIRE  OR  OTHER  CASUALTY.
                  -------------------------------------

               If  the  Premises  shall be damaged or destroyed by fire or other
casualty,  Tenant  shall  promptly notify Landlord, and Landlord, subject to the
conditions  hereafter  set  forth in this Paragraph 17, shall repair, rebuild or
replace such damage and restore the Premises substantially the same condition in
which  they were immediately prior to such damage or destruction. The work shall
be  commenced promptly and completed with due diligence, taking into account the
time  required  by  Landlord  to effect a settlement with, and procure insurance
proceeds  from,  the  insurer.  The  time  for  commencement  and  completion of
restoration  shall  be  extended for a period equal to any time lost by Landlord
because  of causes beyond Landlord's reasonable control (which shall not include
any  time  required  to  settle  with insurers). The net amount of any insurance
proceeds (excluding rent insurance proceeds) recovered (or which would have been
recoverable had Landlord maintained an all risk policy in the amount of the full
insurable  value  of  Building  B) by reason of the damage or destruction of the
Premises  in  excess of the cost of adjusting the insurance claim and collecting
the  insurance  proceeds  (such  excess amount being hereinafter called the "net
insurance  proceeds")  shall  be  applied  towards  the  reasonable  cost  of
restoration.  Landlord  shall not be responsible for the repair, restoration, or
replacement  of  the fixtures, improvements, alterations, furniture or any other
property  owned,  installed  or  made by Tenant including without limitation any
property  required  by  Tenant  under  Paragraph  3(b).

               Notwithstanding anything contained herein to the contrary, in the
event  of  any  damage  or  destruction  to  the  Premises, (a) if the damage or
destruction  is to the office and warehouse area only, this Lease shall continue
and  Landlord shall be responsible for providing Tenant with substitute space of
equal  utility  and  value  in  Building  A or Building C, if available, or in a
nearby  facility, until the Premises are repaired, and (b) in the event that the
cleanroom  is  damaged  (i)  Landlord  may elect to provide substitute cleanroom
space in Building A with adjacent warehouse and office space, all equal at value
and  utility  to  the  Premises,  in  which  case this Lease shall be amended to
reflect the permanent substitution of such new


                                      -19-
<PAGE>
space  for  the  Premises  or  (ii)  if  Landlord does not or cannot so elect to
provide  such  substitute  space,  Tenant shall have the right to terminate this
Lease  in  the  event that the cleanroom is not repaired within the longer of 90
days  from  the  date  of damage or the date on which Tenant has available to it
sufficient process equipment so that it could, but for the unavailability of the
cleanroom,  commence  commercial  production.

               In  the  event  that  this Lease is not terminated as a result of
such damage or destruction, and provided further that such damage or destruction
was  not  a  result  of Tenant's negligence, all rent payable hereunder shall be
equitably  abated during the repair period based upon the extent of the Premises
which  are  not  useable  and  the  relative  value  of  such  space.

          18.     INDEMNIFICATION.
                  ---------------

               (a)     Tenant  shall and does hereby indemnify and save harmless
Landlord  from  and  against  any  and  all claims by or on behalf of any person
arising  from (i) any breach or default on the part of Tenant in the performance
of  any  covenant or agreement on the part of Tenant to be performed pursuant to
the  terms  of this Lease, or (ii) the breach of any law by Tenant, or (iii) any
act  or  negligence  of  Tenant  or  any  of  its agents, contractors, servants,
employees,  licensees  or  invitees.  Tenant  also indemnifies Landlord from and
against all costs, expenses and liabilities incurred in connection with any such
claim  or any action or proceeding brought thereon (including without limitation
the fees of attorneys, investigators and experts); and if any such claim, action
or  proceeding is brought against Landlord, Tenant upon notice from Landlord and
at  Tenant's  cost  and  expense  shall  resist  or defend such claim, action or
proceeding  or  shall  cause  it  to  be  resisted  or  defended  by an insurer.

               (b)     Landlord  shall  and  does  hereby  indemnify  and  save
harmless  Tenant  from  and  against  any  and all claims by or on behalf of any
person  arising  from  (i)  any breach or default on the part of Landlord in the
performance of any covenant or agreement on the part of Landlord to be performed
pursuant  to the terms of this Lease, or (ii) the breach of any law by Landlord,
or  (iii)  any  act or negligence of Landlord or any of its agents, contractors,
servants,  employees,  licensees  or  invitees. Landlord also indemnifies Tenant
from and against all costs, expenses and liabilities incurred in connection with
any  such  claim  or any action or proceeding brought thereon (including without
limitation  the  fees  of attorneys, investigators and experts); and if any such
claim, action or proceeding is brought against Tenant, Landlord upon notice from
Tenant  and  at


                                      -20-
<PAGE>
Landlord's  cost  and  expense  shall  resist  or  defend  such claim, action or
proceeding  or  shall  cause  it  to  be  resisted  or  defended  by an insurer.

          19.     CONDEMNATION.
                  ------------

               (a)     Condemnation  of  Entire Premises. If all of the Premises
                       ---------------------------------
is  taken  or  condemned  for  a  public  or quasi-public use (a sale in lieu of
condemnation  to be deemed a taking or condemnation), this Lease shall terminate
as  of  the  date title to  the condemned real estate vests in the condemnor and
the  rent  herein  reserved  shall  be apportioned and paid in full by Tenant to
Landlord  to  that  date and all rent prepaid for periods beyond that date shall
forthwith  be  repaid  by  Landlord  to  Tenant.

               (b)     Partial  Condemnation.  If  only  part of the Premises is
                       ---------------------
taken  or  condemned  for  a  public  or  quasi-public  use  (a  sale in lieu of
condemnation  to  be  deemed  a taking or condemnation), and if the Premises are
restored  pursuant  to  the  provision  of this Paragraph (b), there shall be an
equitable  abatement for the balance of the term of the minimum annual rent (and
correspondingly the monthly installments thereof)  according to the value of the
Premises  before  and after the taking. In the event that the parties are unable
to  agree  upon  the amount of such abatement, either party may submit the issue
for  arbitration in Montgomery County, Commonwealth of Pennsylvania, pursuant to
the  rules  then  obtaining  of  the  American  Arbitration  Association and the
determination  or award rendered by the arbitrator(s) shall be final, conclusive
and binding upon the parties and not subject to appeal, and judgment thereon may
be  entered in any court of competent jurisdiction. If only part of the Premises
is  taken or condemned for a public or quasi-public use, the net proceeds of any
condemnation  award  recovered  by  reason  of any taking or condemnation of the
buildings  in  excess  of the cost of collecting the award and in excess of the
difference  between  the  market  value  of  the  Tract,  buildings  and  other
improvements  immediately  prior  to  the  taking or condemnation and the market
value  of  the  Tract,  buildings  and  other  improvements  immediately  after
restoration  of  the  damage  caused  by the taking or condemnation (such excess
being  hereinafter  called  the  "net  condemnation  proceeds") shall be applied
towards  the  reasonable cost of restoring the Premises, the buildings and other
improvements  damaged  by  reason  of  the  taking  or  condemnation. If the net
condemnation  proceeds  are  more  than  adequate,  the  amount by which the net
condemnation  proceeds  exceed  the  cost  of  restoration  will  be retained by
Landlord  or  applied  to  repayment  of  any  mortgage secured by the Premises.


                                      -21-
<PAGE>
          (c)     Termination.  If  the Premises as proposed to be restored will
                  -----------
not  be  suitable  for  Tenant's  continuing  operations,  Tenant  may  elect to
terminate  this  Lease effective as of the date of the taking. Any such election
by  Tenant shall be in writing given not more than 30 days after Tenant receives
Landlord's  proposal  for  restorations.  Notwithstanding  the foregoing, if the
Premises  cannot,  in  Landlord's opinion, be restored to an economically viable
facility  as  a  result  of  such  condemnation or taking, Landlord may elect to
terminate  this  Lease effective as of the date of the taking. Any such election
by  Landlord  shall  be in writing given not more than 90 days after the date of
the  taking.

          (d)     Award.  In  the event this Lease is terminated pursuant to the
                  -----
provisions  of  this  Paragraph  19, Tenant shall have the right to make a claim
against  the  condemnor for the  removal expenses, business dislocation damages,
moving expenses and leasehold improvements, provided and to the extent, however,
that  such  claims  or  payments do not reduce the sums otherwise payable by the
condemnor  to  Landlord.  Except  as  aforesaid, Tenant hereby waives all claims
against Landlord and all claims against the condemnor, and Tenant hereby assigns
to  Landlord all claims against the condemnor including, without limitation, all
claims  for  leasehold  damages  and  diminution  in value of Tenant's leasehold
interest.

          20.     NON-ABATEMENT  OF  RENT.
                  -----------------------

               Except  as  hereinbefore  expressly  provided,  there shall be no
abatement,  diminution  or reduction of the minimum annual rent, additional rent
or  other  sums  payable  hereunder  for  any  cause  whatsoever.

          21.     QUIET  ENJOYMENT. Tenant, upon paying the annual minimum rent,
                  ----------------
additional  rent and other charges herein provided for and observing and keeping
all  covenants,  agreements  and conditions of this Lease on its part to be kept
shall  quietly have and enjoy the Premises during the term of this Lease without
hindrance  or  molestation  by  anyone claiming by or through Landlord, subject,
however,  to  the  exceptions,  reservations  and  conditions  of  this  Lease.

          22.     ASSIGNMENT  AND SUBLETTING. Tenant shall not assign, mortgage,
                  --------------------------
pledge  or  encumber this lease, or sublet the whole or any part of the Premises
except  in  accordance with this Paragraph 22. Tenant shall not sublet or assign
all  or  part  of  the  Premises during the initial term of the Lease. If Tenant
desires to assign or sublet all or any part of the Premises during the extension
term, Tenant shall give Landlord written


                                      -22-
<PAGE>
notice  thereof.  Landlord  shall  have the option, within 30 days of receipt of
such  notice,  to (i) amend this Lease so as to remove the space to be sublet or
assigned  from  the Premises in whole or in part, in which case this Lease shall
continue with rent equitably abated as to the remainder of the space, if any, in
the  Premises,  or  (ii) permit Tenant to so assign or sublease all or a part of
the  Premises,  provided  that  Landlord  shall  have  the  right to approve the
identity  of  any assignee or subtenant, which approval shall not be withheld if
(a)  the operations and reputation of any proposed assignee or subtenant are not
objectionable  to Landlord, and (b) the proposed assignee or subtenant would not
negatively  affect the tax-free status of Landlord's financing. This prohibition
against  assigning  or  subletting  shall  be construed to include a prohibition
against  any  assignment  or subletting by operation of law. In the event of any
assignment  or subletting of this Lease made with or without Landlord's consent,
Tenant,  nevertheless,  shall  remain  liable  for the performance of all of the
terms,  conditions  and  covenants  of  this  Lease.  In the case of a permitted
assignment, Tenant shall require any assignee to execute and deliver to Landlord
an  assumption  of  liability  agreement in form satisfactory to Landlord (which
assumption  agreement shall not discharge Tenant from its continuing obligations
hereunder), including an assumption by the assignee of all of the obligations of
Tenant  and  the assignee's ratification of and agreement to be bound by all the
provisions  of  this  Lease. In the case of a permitted subletting, Tenant shall
require  the  sublessee to execute a sublease in a form satisfactory to Landlord
whereby the sublessee agrees to be bound by and comply with all of the terms and
conditions  of  this  Lease.


          23.     NONDISTURBANCE. Within the earlier of 60 days of the execution
                  --------------
hereof  on  the  Commencement  Date,  Landlord  shall  deliver  to  Tenant  a
Subordination,  Non-disturbance  and  Attornment  Agreement from every mortgagee
substantially  in the form as Exhibit D hereto. If Landlord fails to supply said
Agreement  for  any  reason whatsoever, Tenant shall have the right to terminate
this Lease, by giving Landlord written notice thereof within 70 days of the date
of  the  execution  of  the  Lease.  If Tenant does not exercise its right to so
terminate within said 70 day period, Tenant's right to terminate shall be deemed
to  have  been  waived  and  this  Lease shall continue in full force and effect
without  any  obligation  on  Landlord  to  supply  said  Agreement.

          24.     MEMORANDUM  OF  LEASE;  TENANT'S  CERTIFICATE.
                  ---------------------------------------------

               (a)     Tenant, at any time and from time to time and within five
(5)  days  after  Landlord's  written  request,  shall


                                      -23-
<PAGE>
execute,  acknowledge and deliver to Landlord a short form or memorandum of this
Lease  for  recording  purposes.

               (b)     Each  party, at any time and from time to time and within
five  (5)  days  after  the  other  party's  written  request,  shall  execute,
acknowledge  and  deliver  to  the  requesting  party  a  written  instrument in
recordable  form  certifying  whether this Lease is unmodified and in full force
and effect (or if there have been modifications, whether it is in full force and
effect  as  modified  and  stating  the  modifications);  stating  whether  the
improvements  required  by  Paragraph 3(a) above have been completed; certifying
whether  Tenant  has  accepted  possession  of the Premises; stating the date on
which  the  term  of  this Lease commenced and the dates to which annual minimum
rent,  additional  rent  and  other  charges  have been paid in advance, if any;
stating  whether,  to  the  best knowledge of the signer of such instrument, the
requesting  party is in default in the performance of any covenant, agreement or
condition  contained  in  this  Lease; certifying any other condition reasonably
requested  by  or required by mortgagee or prospective mortgagee or purchaser or
subtenant  or assignee of the Premises or any interest therein; and stating that
it  is  understood  that  such instrument may be relied upon by any mortgagee or
prospective  mortgagee  or purchaser or subtenant or assignee of the Premises or
any  interest therein or by any assignee of Landlord's interest in this lease or
by any assignee of any mortgagee. The foregoing instrument shall be addressed to
the  requesting  party  and to any mortgagee, prospective mortgagee,  purchaser,
subtenant,  assignee  or  other  party  specified  by  the  requesting  party.

          25.     CURING TENANTS' DEFAULTS. If Tenant shall be in default in the
                  ------------------------
performance  of  any  of  its  obligations  hereunder,  Landlord  (without  any
obligation  to  do  so),  in  addition to any other rights it may have in law or
equity,  and after written notice to Tenant except in the case of emergency, may
elect  to  cure  such  default  on  behalf of Tenant, and Tenant shall reimburse
Landlord  upon  demand for any sums paid or costs incurred by Landlord in curing
such  default,  including  interest, at the rate of ten percent (10%) per annum,
from  the  respective  dates of Landlord's making the payments and incurring the
costs,  which  sums  and  costs  together  with interest thereon shall be deemed
additional  rent  payable  hereunder  and  shall  be  payable  upon  demand.

          26.     NOTICES.  All  notices,  demands,  requests,  consents,
                  -------
certificates  and  waivers  required or permitted hereunder from either party to
the  other shall be in writing and sent by Federal Express or similar guaranteed
overnight  delivery  service.  Notices to Landlord shall be addressed to Paul A.


                                      -24-
<PAGE>
Fertell,  President,  Seton  Company,  849 Broadway, Newark, NJ 07104. Notice to
Tenant  shall  be  addressed  to  Dr.  William  B.  Tuemmler, Vice President and
Technical Director, Pennwalt Corporation, 900 First Avenue, King of Prussia, Pa.
19406-0018  with  a  copy  to  Warren  J.  Gregory,  Manager Corporate Services,
Pennwalt Corporation, Three Parkway, Philadelphia, Pa. 19102, with a carbon copy
to  any mortgagee or other party designated by Landlord. Either party may at any
time,  in  the  manner  set  forth  for giving notices to the other, set forth a
different  address to which notices to it shall be sent. Notices shall be deemed
to  have  been given one business day after the same is sent as evidenced by the
sender's  receipt  from  the  delivery  service.

          27.     SURRENDER.
                  ---------

               At  the  expiration  or  earlier  termination of the term hereof,
Tenant shall promptly yield up, clean and neat, and in the same condition, order
and repair in which they are required to be kept throughout the term hereof, the
Premises  and  all  improvements,  alterations  and additions thereto subject to
Paragraphs  8  and  11.

          28.     DEFAULTS-REMEDIES.
                  -----------------

               (a)     If  Tenant  does  not  pay  in  full when due and without
demand any and all installments of annual minimum rent or additional rent or any
other  charges  or  payments  whether  or  not  herein  included  as  rent;  or

               (b)     If  Tenant  violates  or  fails  to  perform or otherwise
breaks  any agreement, term, covenant or condition herein contained or any other
obligation  herein  imposed  upon  Tenant;  or

               (c)     If Tenant abandons the Premises or removes or attempts to
remove Tenant's goods or property therefrom other than in the ordinary course of
business  without having first paid to Landlord in full all minimum annual rent,
additional  rent and other charges that may have become due as well as all which
will  become  due  thereafter;  or

               (d)     If  Tenant  becomes insolvent or bankrupt in any sense or
makes  an assignment for the benefit of creditors for any such purpose, or files
a petition in bankruptcy or reorganization or for any arrangement with creditors
under any federal or state act, or files a bill in equity or otherwise initiates
proceedings in any court for the appointment of a receiver, trustee, liquidator,
custodian, conservator or similar official for any of Tenant's assets, or if any


                                      -25-
<PAGE>
of  the real or personal property of Tenant shall be levied upon by any sheriff,
marshal,  or  constable;  or

          (e)  If  a  petition  in  bankruptcy  or  for reorganization or for an
arrangement  with  creditors  under  any  federal  or state act is filed against
Tenant  or  if a bill in equity or other proceeding is filed in any court by any
creditor  of  Tenant  for  the  appointment  of a receiver, trustee, liquidator,
custodian,  conservator  or  similar  official  for  any  of  Tenant's  assets;

          Then  Landlord  shall  have  the  following  rights:

          (1)  To  accelerate  the  whole or any part of the rent for the entire
     unexpired  balance of the term of this Lease, as well as all other charges,
     payments,  costs  and  expenses  herein  agreed  to  be  paid by Tenant; or

          (2)  To  re-enter  the  Premises and remove all persons and all or any
     property  therefrom,  either  by  summary  dispossess proceedings or by any
     suitable action or proceeding at law, and repossess and enjoy the Premises,
     together  with all additions, alterations and improvements. Upon recovering
     possession  of  the Premises by reason of or based upon or arising out of a
     default  on  the part of Tenant, Landlord may, at Landlord's option, either
     terminate  this  Lease  or  make  such  alterations  and  repairs as may be
     necessary  in order to relet the Premises and may relet the Premises or any
     part  or  parts thereof, either in Landlord's name or otherwise, for a term
     or  terms  which may at Landlord's option be less than or exceed the period
     which  would  otherwise  have  constituted  the balance of the term of this
     Lease and at such rent or rents and upon such other terms and conditions as
     in  Landlord's  sole  discretion  may  seem advisable and to such person or
     persons as may in Landlord's discretion seem best; upon each such reletting
     all rents received by Landlord from such reletting shall be applied: first,
     to  the  payment  of  any  indebtedness  other than rent due hereunder from
     Tenant  to  Landlord;  second,  to the payment of any costs and expenses of
     such  reletting, including brokerage fees and attorney's fees and all costs
     of  such  alterations  and  repairs;  third, to the payment of rent due and
     unpaid  hereunder;  and  the residue, if any, shall be held by Landlord and
     applied  in  payment  of  future  rent  as  it  may  become due and payable
     hereunder.  If  such  rentals  received  from  such  reletting  during  any


                                     - 26 -
<PAGE>
     month  shall  be  less  than  that  to  be paid during that month by Tenant
     hereunder,  Tenant  shall  pay  any  such  deficiency  to  Landlord.

No  waiver  by  Landlord of any breach by Tenant herein shall be a waiver of any
subsequent  breach,  nor  shall any forbearance by Landlord to seek a remedy for
any  breach  by  Tenant  be a waiver by Landlord of any rights and remedies with
respect  to  such  or any subsequent breach. Landlord's rights hereunder are not
exclusive  of  any  other  right  provided  hereunder  or  by  law.

          29. GRACE PERIOD. Notwithstanding anything hereinabove stated, neither
              ------------
party  hereto  will  exercise  any right or remedy provided for in this Lease or
allowed  by  law  because  of any  default of the other, unless such party shall
have  first  given  written  notice  thereof  to  the other, and, if the default
consists  of  a failure to pay money, the other shall have failed to pay the sum
or  sums  due  within  a period of seven (7) days thereafter, or, if the default
consists  of  something  other  than  the  failure  to  pay  money  which cannot
reasonably  be  cured within ten (10) days, the other shall have failed to begin
to  cure such default within ten (10) days thereafter and to thereafter continue
actively  and  diligently in good faith with the correction of the default until
it  is  fully cured; provided, however, that no such notice from Landlord and no
such  grace  period  shall be required more than two (2) times during any twelve
(12)  month  period.

          30.  BROKERS.  Tenant  represents and warrants to Landlord that Tenant
               -------
has  had no dealings, negotiations or consultations with respect to the Premises
or  this  transaction with any broker or finder which it has engaged and that no
broker  or  finder  called  the  Premises to Tenant's attention for lease except
Landlord's  brokers,  Jackson-Cross Co. and Coldwell Banker, or took any part in
any  dealings,  negotiations  or  consultations  with  respect  to the Premises.
Landlord  and  Tenant each represent and warrant to the other that except as set
forth  herein  neither of them has employed any broker, agent or finder relating
to  this  Lease.  Landlord  shall indemnify and hold Tenant harmless, and Tenant
shall indemnify and hold Landlord harmless, from and against any claim or claims
from  brokerage  or  other  commissions arising from or out of any breach of the
foregoing  representations  and  warranty  by  the  respective  indemnitors.

          31. ADVERSE POSSESSION. Tenant shall not suffer or permit the Premises
              ------------------
or any portion thereof to be used by the public, as such, without restriction or
in  such  manner  as  might  reasonably  tend  to impair Landlord's title to the
Premises  or  in such manner as might reasonably make possible a claim or claims


                                     - 27 -
<PAGE>
of  adverse  usage  or  adverse possession by the public, as such, or of implied
dedication  of  the  Premises  or  any  portion  thereof.

          32. CONDITION OF TITLE AND OF PREMISES. Landlord represents that it is
              ----------------------------------
the  owner of the Tract and that the use specified in this Lease is permitted by
the  zoning  regulations  of  Lower Providence Township applicable to the Tract.

          33.  DEFINITIONS  AND  CONSTRUCTION.
               ------------------------------

               (a)  Definition of "Landlord". The word "Landlord" is used herein
                    ------------------------
to  include  the  Landlord named above as well as it successors and assigns, and
any  other  subsequent  owner  of  the  Premises, as well as the heirs, personal
representatives  or successors and assigns of any such subsequent owner, each of
whom shall have the same rights, remedies, powers, authorities and privileges as
he  would have had had he originally signed this lease as Landlord, but any such
person,  whether or not named herein, shall have no liability hereunder after he
ceases  to  hold  title  to  the Premises, except for obligations which may have
theretofore  accrued.  Neither  Landlord  nor any principal of Landlord, whether
disclosed  or undisclosed, shall have any personal liability with respect to any
of  the  provisions  of  this  lease  of the Premises, and if the Landlord is in
breach  or  default  with  respect to Landlord's obligations under this Lease or
otherwise,  Tenant  shall  look solely to the equity of Landlord in the Premises
for  the  satisfaction  of  Tenant's  remedies.

               (b)  Definition  of "Tenant". The word "Tenant" is used herein to
                    -----------------------
include  the  Tenant  named above as well as its successors and assigns, each of
which  shall  be  under  the same obligations, liabilities and disabilities, and
each  of  which  shall  have the same rights, privileges and powers, as it would
have  possessed had it originally signed this lease as Tenant. Each and every of
the  persons  named  above  as  Tenant  shall  be  bound  formally by the terms,
covenants  and  agreements contained herein. However, no such rights, privileges
or  powers  shall  inure  to  the benefit of any assignee of Tenant immediate or
remote,  unless  the  assignment  to  such  assignee  is  permitted  hereunder.

               (c) Definition of "Mortgage" and "Mortgagee". The word "mortgage"
                   ----------------------------------------
is  used herein to include any lien or encumbrance on the Premises, the Tract or
the  buildings  and  improvements  thereon  or  on any part of or interest in or
appurtenance  to  any of the foregoing, including without limitation, any ground
rent  or  ground  lease if Landlord's interest is or becomes a leasehold estate.
The  word  "mortgagee"  is  used  herein  to include the holder of any mortgage,
including

                                     - 28 -
<PAGE>
any  ground  lessor  if  Landlord's  interest  is or becomes a leasehold estate.
Wherever  any  right  is  given  to  a mortgagee, that right may be exercised on
behalf  of  such  mortgagee by any representative or servicing agent of any such
mortgagee.

               (d)  Definition  of "Mechanic's Lien". The term "mechanic's lien"
                    --------------------------------
shall  mean  any  lien imposed upon the Premises, the Tract or the buildings and
improvements  thereon  or  any interest therein under the Pennsylvania Mechanics
Lien  Law  of  1963.

               (e)  Definition  of "Person". The word "person" is used herein to
                    -----------------------
include  a  natural  person  or  persons,  a  partnership  or  partnerships,  a
corporation  or  corporations, an association or associations and any other form
of  business  association  or  entity.

               (f)  Definition of "Proportionate Share". Tenant's "Proportionate
                    -----------------------------------
Share"  of  any  Imposition,  cost,  charge,  rent,  expense or payment shall be
calculated,  unless  otherwise  specified,  by multiplying the relevant sum by a
fraction, the numerator of which shall be the floor area of the Premises and the
denominator of which shall be the total floor area of Buildings "A", "B" and "C"
as  set  forth  on  Exhibit  A hereto. For the purposes of this paragraph, it is
estimated  that  the  total  floor  area  of  Buildings  "A",  "B"  and  "C" is
approximately  194,480  square  feet  and that the floor area of the Premises is
approximately  41,274  square  feet. Proportionate Share is therefore 21.2%, but
such  factor  may be revised based upon further calculations. Such recalculation
shall  be  reduced  to  writing  and  appended  hereto.

               (g)  Consents.  So  long  as  no  default  has  occurred  and  is
                    --------
continuing  by the requesting party, whenever  in this Lease a consent, approval
or  similar  action  is  required  by a party, such consent, approval or similar
action  shall  not  be  unreasonably  withheld  or  delayed.

          34.  ENTIRE  AGREEMENT.  This  Lease  represents  the entire agreement
               -----------------
between  the  parties  hereto  and there are no collateral or oral agreements or
understandings  between  Landlord  and  Tenant with respect to the Premises, the
building  or  the  Tract.  No  rights, easements or licenses are acquired in the
Premises  or  any  land  adjacent  to  the  Premises by Tenant by implication or
otherwise  except  as  expressly set forth in the provisions of this Lease. This
Lease  shall  not  be  modified in any manner except by an instrument in writing
executed  by  the  parties.  The  masculine (or neuter) pronoun, singular number


                                     - 29 -
<PAGE>
shall  include  the  masculine, feminine and neuter genders and the singular and
plural  number.

          35. WORKLETTER. The letters and schedules attached hereto as Exhibit E
              ----------
covering  the  separation  of  utilities and the other matters set forth therein
shall  supersede  the  general  provisions  of  this Lease dealing with the same
subject  matter.

          36.  CAPTIONS. The captions in this Lease are for convenience only and
               --------
are  not  a  part of this Lease and do not in any way define, limit, describe or
amplify  the  terms  an  provisions  of  this  Lease  or the scope or the intent
thereof.

          37.  COVENANT  REGARDING  TAX  EXEMPT  FINANCING.  Seton  Company's
               -------------------------------------------
acquisition  and  renovation of the Premises has been financed with the proceeds
of  variable  Rate  Demand  Industrial  Development Revenue Bonds (Seton Company
Project)  Series  1984  issued  by  the Montgomery County Industrial Development
Authority.  Tenant  hereby  agrees  (a) not to make any capital expenditure with
respect to the Premises in excess of $550,000, except for (i) expenditures under
Paragraph  3(b),  (ii)  equipment purchased after January 1, 1982 to be moved in
having  an equipment cost exclusive of installation and rigging of not more than
$996,000,  and (iii) equipment purchased prior to January 1, 1982, (b) not to do
anything  which  would endanger the tax exempt status of the interest payable on
the  Bonds,  and (c) to file with the Internal Revenue Service, such statements,
applications, elections or other written filings as Seton Company may request in
order  to


                                     - 30 -
<PAGE>
establish  and/or  maintain  the  tax  exempt status of the interest referred to
herein.

          IN  WITNESS  WHEREOF,  the parties hereto have executed this Lease the
day  and  year  first  above  written.


                                           LANDLORD:   SEMEX, INC.


                                           By: /s/
                                              ----------------------------------
                                              Title



                                           TENANT:   PENNWALT CORPORATION


                                           By: /s/
                                              ----------------------------------
                                              Title


                                     - 31 -
<PAGE>
                                 FIRST AMENDMENT
                                       TO
                               AGREEMENT OF LEASE

This  Agreement made this 18th day of October, 1994 by and between SEMEX INC., a
wholly  owned  subsidiary  of  Seton  Company  ("Landlord") and AMP INCORPORATED
("Tenant").

                                   WITNESSETH:

     WHEREAS,  Penwalt  Corporation,  as  Tenant  entered  in  a  certain  lease
agreement  with  Semex, Inc., dated May 20, 1986 for approximately 41,274 square
feet  of  space at 950 Forge Avenue, Norristown, Pennsylvania (the "Lease"), and

     WHEREAS,  Tenant has, in accordance with the lease, exercised its option to
extend  the  Lease  for  five  years,  and

     WHEREAS,  Tenant  has  assigned  its  interests in the Lease to Elf Atochem
Sensors,  Inc.,  which  assignment  was  consented to by Landlord on October 24,
1990.

     WHEREAS,  Elf  Atochem Sensors, Inc., as tenant, has assigned its interests
in  the Lease to AMP Incorporated, which assignment was consented to by Landlord
on  February  19,  1993.

     WHEREAS,  Landlord  and  Tenant  desire  to  amend  the  Lease.

     NOW  THEREFORE,  in  consideration of the mutual covenants, conditions, and
agreements  hereunder  contained and intending to be legally bound, Landlord and
Tenant  agree  to  the  following  conditions:

     1.   The  Lease term shall be extended for three (3) years, which extension
          shall  begin  February  1,  1995  and  expire  on  January  31,  1998.

     2.   Effective  May  15,  1994,  the Premises shall be amended to be 61,402
          square  feet,  and Tenant shall lease the Premises, as amended herein,
          in  its  "as  is"  condition.

     3.   Minimum  Rent  from May 5, 1994 to January 31, 1995 shall be increased
          from  Four  Hundred  Forty  One  Thousand,  Three  Hundred  and  Five
          ($441,305.00)  Dollars, per year, to Five Hundred Thirty One Thousand,
          Eight  Hundred  Eighty One ($531,881.00) Dollars, per year, payable in
          monthly  installments  in  accordance with the terms and conditions of
          the  Lease.

     4.   Minimum  Rent  from February 1, 1995 to January 31, 1998 shall be Four
          Hundred  Thousand,  One  Hundred  Thirty One Dollars ($400,131.00) per
          year,  fixed  until  the  expiration  of  the  term as amended herein,
          payable  in  monthly  installments  in  accordance  with  the  Lease.


<PAGE>
     5.   Effective  May  15,  1994, Proportionate Share as defined in Paragraph
          33(f)  of  the  Lease,  shall  be  amended  to  be  31.57%.

     6.   The  Elevator  Credit  found  in  paragraph  3(c) shall be eliminated.

     7.   Paragraph  37  shall  be  eliminated.

     8.   Environmental  Matters.
          ----------------------

          (a)  Tenant  shall  not  engage  in  operations  at the Premises which
          involve  the  manufacture,  refining,  disposal,  or  transportation
          activities  with  respect  to  "hazardous  substances" as such term is
          defined  under  the Comprehensive Environmental Response, Compensation
          and  Liability Act ("CERCLA"), as amended, 42 US 9601 et seq. Landlord
          and Tenant agree that, incidental to operations conducted by Tenant at
          the  Premises,  Tenant  may  generate,  treat,  store  and/or  handle
          hazardous  substances,  including  raw  materials.  Tenant  agrees  to
          conduct  such  activities  in  compliance  to  all applicable laws and
          regulations.  As  of  June  1, 1994, Landlord acknowledges that Tenant
          generates  various  amounts of waste lab chemicals, isopropanol, waste
          oils,  and  waste  silver,  incidental to performing operations at the
          Premises,  and  that  Tenant  will continue to generate, treat, store,
          and/or  handle  those  or  other  wastes  in  conjunction  with  its
          manufacturing  operations.

          (b)  In the event there occurs a discharge of any hazardous substance,
          Tenant  shall  promptly  give  Landlord  notice  thereof  and  shall
          thereafter proceed with diligence to remediate the discharge and clean
          up  the  Premises to regulatory levels. If reasonably indicated by the
          presence  of hazardous substances on the Premises, which are caused by
          Tenant,  Landlord  may  require,  at  Tenant's  expense,  reasonable
          inspections  and  testing of the Premises  by Landlord's environmental
          consultant  in  order  to  assure  that  the  Premises  do not contain
          hazardous  substances  in  violation  of  applicable  law.

     (c)  This Article shall survive the expiration or sooner termination of the
          Lease.

     9.   Landlord  shall  contribute  Twenty  Thousand  ($20,000.00) Dollars to
          Tenant  for  Capital  Improvements to the Premises, which shall be due
          Tenant  upon  substantial  completion  of  said  Capital Improvements.
          Should  Landlord  fail  to pay said $20,000.00 to Tenant within thirty
          (30)  days  after  notice  from Tenant, Tenant shall have the right of
          offset  with  respect  to  the next (or any succeeding) monthly rental
          payment  due  Landlord.


                                        2
<PAGE>
     10.  Each  party  in exercising discretion afforded to it under the various
          provisions  of  the Lease shall be reasonable. Where consent of either
          party  is  contemplated,  such consent will not unreasonably withheld.
          Each  party  will  have  a good-faith duty to take reasonable steps to
          mitigate  its  respective  damages.

     11.  Documents,  statements  or  certificates as required to be provided by
          Tenant  shall  be  in  a  form  reasonably  acceptable  to  Tenant.

     12.  Each  party  shall  be  responsible  for  its  own  negligent  acts or
          omissions,  including  those  of  its  respective  employees,  agents,
          contractors  and  sub-contractors, consistent with Paragraph 18 of the
          Lease.

     13.  If  Tenant is not then default, TENANT shall have the option to extend
          the  Lease  for  an additional term of two (2) years by giving written
          notice  to  OWNER.  Rental  during the extension shall be Four Hundred
          Twenty Four Thousand, One Hundred Thirty Eight ($424,138.00) per year,
          payable  in  monthly  installments  according  to  the  Lease.

          In  order  to  exercise  this  option,  TENANT must give OWNER written
          notice  one  hundred eighty (180) days prior to the expiration date of
          the  lease  term.

     14.  All  other  terms  and conditions of this Lease Agreement shall be and
          remain  in  full  force  and  effect during any extension of the Lease
          Agreement.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement under
seal  the  day  and  year  first  above  written.

                                             LANDLORD:

ATTEST:                                      SEMEX,  INC.


/s/  Nancy B. Cox                            By:  /s/
--------------------------------                --------------------------------
(Asst.)  Secretary                              (Vice)  President

                                             Tenant:

ATTEST:                                      AMP  INCORPORATED



/s/  David  F. Henschel                      By:  /s/  William J. Hudson,  Jr.
--------------------------------                --------------------------------
David  F. Henschel, Secretary                   William J. Hudson,  Jr.,
                                                Chief Executive Officer


                                        3
<PAGE>
                                 SECOND AMENDMENT
                                 ----------------
                                       TO
                                       --
                               AGREEMENT OF LEASE
                               ------------------


     THIS  SECOND AMENDMENT is made  this  20  day of  NOV , 1995 by and between
                                          ----        -----
SEMEX,  INC.,  a  wholly  owned subsidiary of Seton Company ("Landlord") and AMP
INCORPORATED  ('Tenant").

                                   WITNESSETH:

     WHEREAS,  Pennwalt  Corporation,  as  tenant has entered in a certain lease
agreement  with  Semex, Inc., dated May 20, 1986 for approximately 41,274 square
feet  of  space at 950 Forge Avenue, Norristown, Pennsylvania (the "Lease"); and

     WHEREAS,  said  tenant  has,  in  accordance  with the Lease, exercised its
option  to  extend  the  Lease  for  five  years;  and

     WHEREAS, said tenant has assigned its interests in the Lease to Elf Atochem
Sensors,  Inc.,  which  assignment  was  consented to by Landlord on October 24,
1990;  and

     WHEREAS,  Elf  Atochem Sensors, Inc., as tenant, has assigned its interests
in  the Lease to AMP Incorporated, which assignment was consented to by Landlord
on  February  19,  1993;  and

     WHEREAS,  the  Lease  was  amended  by  the terms of the First Amendment to
Agreement  of Lease, between Landlord and Tenant, dated October 18, 1994 ("First
Amendment");  and

     WHEREAS,  Landlord  and  Tenant  desire  to  amend  the Lease and the First
Amendment.

     NOW  THEREFORE,  in  consideration of the mutual covenants, conditions, and
agreements  hereunder contained, and INTENDING TO BE LEGALLY BOUND, Landlord and
Tenant  do  hereby  agree  as  follows:

1.   First  Amendment  Option to Extend: Lease Term. Notwithstanding anything to
     ----------------------------------------------
     the  contrary  contained in the Lease or the First Amendment, the following
     provisions  shall  govern:

     (a)  Tenant  hereby  exercises its option to extend the Lease in accordance
          with  the  terms and conditions of the option found in Paragraph 13 of
          the  First  Amendment.


<PAGE>
     (b)  Tenant  and Landlord further agree to extend the term of the Lease for
          one  (1)  additional  year  beyond  the  option to extend described in
          Paragraph  1(a)  above,  so  that  the Lease, as amended herein, shall
          expire  on  January  31,  2001.

2.   Minimum  Rent. Minimum Rent from February 1, 1998 to January 31, 2001 shall
     -------------
     be  increased  from  Four  Hundred  Thousand  One  Hundred  Thirty-one
     ($400,131.00)  Dollars  per  year  to Four Hundred Twenty-four Thousand One
     Hundred  Thirty-eight  ($424,138.00)  Dollars  per  year,  fixed, until the
     expiration  of  the  term  as  amended  herein,  payable  in  equal monthly
     installments  in  accordance  with  the  Lease.

3.   Option To Extend. Notwithstanding anything to the contrary contained in the
     ----------------
     Lease  or  First  Amendment,  the  following  provisions  shall  govern:

     (a)  Provided  Tenant  is not then in material default of the Lease, Tenant
          shall have the option to extend ("Option To Extend") the Lease for one
          (1)  additional term of two (2) years from February 1, 2001, by giving
          Landlord  written  notice  no  less than one hundred eighty (180) days
          prior  to  January  31,  2001.

     (b)  Minimum Rent for the Option To Extend term set forth in Paragraph 3(a)
          above,  shall  be  Four  Hundred  Fifty-five  Thousand  Nine  Hundred
          Forty-eight  and 35/100 ($455,948.35) Dollars per year, fixed, payable
          in  equal  monthly  installments  in  accordance  with  the  Lease.

     (c)  In  the event Tenant shall not exercise the Option To Extend described
          in  Paragraph  3(a)  above,  Tenant shall then pay Landlord Forty-five
          Thousand  Four  Hundred  ($45,400)  Dollars.  If due and owing, Tenant
          shall  make  the  payment required under this subparagraph in a single
          payment  on  or  before  February  10,  2001.

4.   Capital  Improvements. Landlord has received construction drawings prepared
     ---------------------
     by Lockwood Greene Co. from Tenant, detailing Tenant's planned alterations,
     improvements  and  additions ("Capital Improvements") to the Premises; and,
     the  complete  list  of  construction  drawings  received  by  Landlord, is
     attached  to  this  Second  Amendment,  and  made part hereof as Exhibit A.

     Notwithstanding anything to the contrary in the Lease, Landlord consents to
     those  Capital  Improvements contained in the list of construction drawings
     found  in  Exhibit  A,  subject  to  the  following  terms  and conditions:

     (a)  The  terms  and  conditions  found  in  a letter from Seton Company to
          Tenant,  dated  June  7,  1995,  and  attached hereto as Exhibit B and
          incorporated


                                        2
<PAGE>
          herein  by  reference,  which includes, without limitation, Landlord's
          reservation  of  its  right,  in  accordance  with Paragraph 11 of the
          Lease,  to  request  that  Tenant remove Tenant's Capital Improvements
          upon  expiration  of  the  Lease.

     (b)  Tenant  acknowledges  and  agrees  that  Landlord  has  not  evaluated
          Tenant's construction drawings nor design specifications, to determine
          whether or not Tenant's Capital Improvements may impair the structural
          strength  of or overtax any of the mechanical systems of the Premises,
          or Building C; and, Tenant agrees that it shall be responsible for any
          and  all  costs to repair any damage to said structural and mechanical
          systems  which  occur  as  a  result of Tenant's Capital Improvements.

     (c)  Landlord  shall  not  be  responsible for any repair or maintenance of
          Tenant's  Capital  Improvements.

5.   Capital  Improvements  Contribution.  Including  the  Twenty  Thousand
     -----------------------------------
     ($20,000.00)  Dollar contribution due Tenant under Paragraph 1 of the First
     Amendment  to  the  Lease,  Landlord  agrees  to  contribute a total of One
     Hundred  Twenty  Thousand  ($120,000.00)  Dollars  ("Capital  Improvements
     Contribution")  to  the  cost of Tenant's Capital Improvements. The Capital
     Improvements  Contribution shall be delivered to Tenant on or before thirty
     (30)  days  from  the  execution  of  this  Second  Amendment.

6.   Broker.  Landlord's broker in Paragraph 30 of the Lease shall be changed to
     ------
     be  The  Burns  Company.

7.   Miscellaneous.
     -------------

     (a)  The  Lease,  the  First Amendment and this Second Amendment constitute
          the entire agreement of the parties with respect to the subject matter
          thereof and supersedes any prior or contemporaneous representations or
          agreements  not  contained  therein.

     (b)  All  of  the  terms  of  the Lease, except as expressly amended by the
          First  Amendment and this Second Amendment, shall remain in full force
          and  effect hereafter, and are hereby ratified, approved and confirmed
          in  all  respects  by  each  of  the  parties.

     (c)  In  the  case  of  conflicts  between  the  provisions  of  the  First
          Amendment, this Second Amendment and/or the original provisions of the
          Lease,  the  provisions  of this Second Amendment, the First Amendment
          and  the  Lease,  in  that  order,  shall  control.


                                        3
<PAGE>
     (d)  No provision of this Second Amendment may be waived or modified except
          to  the  extent expressly done so in writing signed by the party to be
          bound  thereby.

     (e)  The Lease and the First Amendment are incorporated herein by reference
          thereto,  as  if  set  forth  at  length in this Second Amendment. All
          capitalized  terms used but not defined in this Second Amendment shall
          have  the  same  meaning as assigned to such terms in the Lease or the
          First  Amendment,  as  applicable. The term "Lease" and all references
          thereto,  or  to any portion thereof, as utilized in the Lease or this
          Second  Amendment,  shall  mean  and  refer  to  the  Lease as revised
          pursuant  to  the  First  Amendment  and  this  Second  Amendment.

     (f)  This Second Amendment will only be binding upon the Landlord if Tenant
          executes  a  copy  of this Second Amendment and returns a fully signed
          copy  of  this  Second  Amendment  to  Landlord  by 5:00 p.m., EST, on
          __________,  1995,  time  being  of  the  essence.

     IN  WITNESS WHEREOF, the parties hereto have executed this Second Amendment
under  seal  the  day  and  year  first  above  written.


                                             LANDLORD:

ATTEST:                                      SEMEX,  INC.


/s/  Kathryn  A. Heuer                       By:  /s/
--------------------------------                --------------------------------
                                                (Vice)  President

                                             Tenant:

ATTEST:                                      AMP  INCORPORATED


/s/  David  F. Henschel                      By:  /s/  Javad  K.  Hassan
--------------------------------                --------------------------------
David  F. Henschel, Secretary                   Javad  K.  Hassan
                                                President


<PAGE>
                                    EXHIBIT A
                                       TO
                                SECOND AMENDMENT


The  following were prepared by Lockwood Greene, Planners, Engineers, Architects
and  Managers,  Spartanburg,  South  Carolina.

Specifications
--------------

     Dated:         4.18.95

     Titled:        Amp,  Flexible  Films  Products
                    Group,  Piezo  Film  Sensors,
                    Norristown  PA.
                    Project  Manager  Manual,  Facility
                    modifications  Amp  Bldg.  #261.

Drawings
--------

     Titled:        Amp,  Flexible  Films  Products
                    Group, Piezo Film Sensors,
                    Norristown  PA.
                    Project  Manager  Manual,  Facility
                    modifications  Amp  Bldg.  #261.

ARCHITECTURAL                                                   DATED
-------------                                                   -----

A-1            Notes & Abbreviations                           4.18.95
A-2            Composite Ground Floor Plan                     4.18.95
A-3            Composite Second Floor Plan                     4.18.95
A-4            Roof Plan & Roof Details                        4.18.95
A-5            Ground Floor Plan                               4.18.95
A-6            Ground Floor Plan Area B                        4.18.95
A-7            Second Floor Plan Area A                        4.18.95
A-8            Reflected Ceiling, Floor Plan Area A            4.18.95
A-9            Reflected Ceiling Plan - Ground Floor Area B    4.18.95
A-10           Reflected Ceiling Plan - Second Floor - Area A  4.18.95
A-11           Finish & Door Schedule                          4.18.95
A-12           Miscellaneous Sections & Details                4.18.94


<PAGE>
                                    EXHIBIT A
                                       TO
                                SECOND AMENDMENT



HEATING, VENTILATING, AIR CONDITIONING             DATED
--------------------------------------             -----

HV-1     Abbreviations, Legends, Symbols & Notes  4.18.95

HV-2     Ground Floor Plan Area B                 4.18.95

HV-3     Ground Floor Plan Area A                 4.18.95

HV-4     Upper Level Plan Area B                  4.18.95

HV-5     Upper Level Plan Area A                  4.18.95

HV-6     Roof Plan                                4.18.95

HV-7     Sections                                 4.18.95

HV-8     Details                                  4.18.95

HV-9     Schedules                                4.18.95



PLUMBING & MECHANICAL                         DATED
---------------------                         -----

M-1       Ground Floor Area B               4.18.95

M-2       Ground Floor Area A               4.18.95

M-3       Upper Level Area B                4.18.95

M-4       Upper Level Area A                4.18.95


                                        2
<PAGE>
                                    EXHIBIT A
                                       TO
                                SECOND AMENDMENT


ELECTRICAL                                          DATED
----------                                          -----

E-1         Legend & Luminaire Schedule            4.18.95

E-2         Demolition Plan Ground Floor           4.18.95

E-3         Demolition Plan Second Floor           4.18.95

E-4         Lighting Plan - Ground Floor Area A    4.18.95

E-5         Lighting Plan - Ground Floor Area B    4.18.95

E-6         Lighting Plan - Second Floor Area A    4.18.95

E-7         Power Plan - Second Floor Area B       4.18.95

E-8         Power Plan - Ground Floor Area A       4.18.95

E-9         Power Plan - Ground Floor Area B       4.18.95

E-10        Power Plan - Second Floor Area A       4.18.95

E-11        Power Plan - Roof                      4.18.95

E-12        Panel Board Schedules                  4.18.95

E-13        Auxiliary Systems Ground Floor Ara A   4.18.95

E-14        Auxiliary Systems Ground Floor Area B  4.18.95

E-15        Auxiliary Systems Second Floor Area A  4.18.95

E-16        Auxiliary Systems Second Floor Area B  4.18.95

E-17        Auxiliary Systems Details              4.18.95



Initials:/s/                            /s/
         ---------                      ----------
         AMP, Inc.                      Semex


                                        3
<PAGE>
                                    EXHIBIT B
                                       TO
                                SECOND AMENDMENT



S E T 0 N
          SETON COMPANY - 2500 Monroe Boulevard - Norristown, Pennsylvania 19408
                          Phone  (610) 666-9600  Telecopier  (610) 666-1088
                          Telex 887941

June 7, 1995



Ms.  Kelley  Giannetti
Cost Analyst
Plaza  Film  Sensors
AMP,  Inc.
P.O.  Box  799
Valley  Forge,  PA  19482

RE:   DRAWING  REVIEW
      950  FORGE  AVENUE
      NORRISTOWN,  PA

Dear Kelley:

Semex,  Inc.  has  received  end reviewed the construction drawings shown in the
attached  AMP  Drawings  List  for  planned  improvements  to  the  Forge Avenue
facility.

In  accordance with Paragraph 11 of AMP, Inc.'s lease with Semex, Inc., Semex is
prepared  to provide its prior written consent for the improvements shown in the
AMP  Drawings  List,  subject  to  the  following  conditions:

1.   Semex's  roof  maintenance  contractor  shall have the right to inspect the
     HVAC  curbs  and flashing, as well as the treatment of any other roof cuts,
     prior  to  final  acceptance.

2.   AMP  shall  be  responsible for all roof damage during construction, and be
     required  to  repair  all  roof  leaks  while  construction is in progress.

3.   AMP  shall  install  walking pads or other similar traffic bearing material
     along  delineated  access  paths  used  to service the newly installed HVAC
     units.

4.   The proposed ground level HVAC condensing unit for CRU #1 shall be screened
     with natural planting materials, and placed to permit snow plowing and snow
     stacking.

5.   All  new  and  re-tubed  existing  light fixtures shall be tagged inside to
     indicate  correct  type  of  replacement  bulbs  required.


<PAGE>
Kelley  Giannetti
June  7,  1995
Page  2



6.   AMP  shall  obtain  all  required  building  permits prior to construction.

7.   AMP  shall provide Semex with a written statement from the project's design
     engineers  stating  that,  after  review,  they  have  determined  that the
     existing  electrical  service,  including  feeder,  primary  disconnect and
     transformer are adequate for AMP'S intended purposes, and will meet current
     codes  under  new  loads.

In  addition,  along with the prior consent, Semex reserves the right to request
the  removal  of  any  alteration,  improvements and additions at the end of the
lease.

Sincerely.


/s/  Kathryn  A.  Heuer
Kathryn  A.  Heuer
Insurance  Administrator


cc:  Perry  Trechak
     Bill  Burns


<PAGE>
                               ASSIGNMENT OF LEASE
                               -------------------

     This  Agreement,  effective  the  14TH day of August, 1998, is entered into
                                      -----        ------
between  AMP  Incorporated,  a  corporation  organized  under  the  laws  of the
Commonwealth  of  Pennsylvania  having  its  principal  place of business at 470
Friendship Road, Harrisburg, Pennsylvania, 17111, referred to as "Assignor", and
Measurement  Specialties,  Inc.,  a  corporation organized under the laws of the
State  of  New Jersey, having its principal place of business at 80 Little Falls
Road,  Fairfield,  New  Jersey,  07004,  referred  to  as  "Assignee."

                                    RECITALS
                                    --------

     The  parties  recite  and  declare:

     A.     Assignor  entered  into a lease agreement described below, as Tenant
for  a  term  that  extends  to  January  31,  2001.

     B.     Assignee  desires  to  assume the rights, liabilities, and duties of
Assignor  in  the  lease  agreement.

     In  consideration  of the mutual covenants contained in this Agreement, the
parties  agree  as  follows:

     1.     Assignor  does  grant,  convey,  and  assign  to Assignee all of its
rights  as Tenant in the lease agreement originally entered into on May 20, 1987
by  Semex  Inc.,  a  wholly  owned  subsidiary of Seton Company ("Landlord") and
Pennwalt  Corporation ("Tenant"),  as  amended  on  October  18, 1994 by a First
Amendment  in  which  AMP Incorporated was named as Tenant, having been assigned
its  interest  as  Tenant by assignments previously approved by Landlord, and as
further  amended  on  November  20,  1995  by a Second Amendment also naming AMP
Incorporated  as  Tenant  (which  agreements are collectively referred to as the
"Lease"),  demising  premises known as Building B, 950 Forge Avenue, Norristown,
Pennsylvania  19403,  containing  approximately  61,402  square  feet  as  more
particularly  described  by metes and bounds in Exhibit B to the original Lease.

     2.     Assignee shall have the demised premises during all the remainder of
the  term  of  the  Lease,  and  any renewals or extensions of the Lease, to the
extent, if any, provided in the Lease, and shall abide by the terms of the Lease
and  assume  all  obligations  and  responsibilities of Tenant provided therein.

     3.     Neither  this  Agreement nor the acceptance of rent by Landlord from
Assignee  pursuant  to  this assignment shall release, relieve, or in any manner
modify  the  obligations  and  liabilities  of  Assignor  under  the  terms  and
conditions  of  the  Lease, all of which obligations and liabilities of Assignor
shall  remain  in  force  notwithstanding  this  assignment.


<PAGE>
     4.     Assignee  accepts the assignment made in this instrument and assumes
the  liability  and duty to perform all of the terms and conditions of the Lease
on  the  part  of  the  Assignor  to  be  performed.

     5.     A true, correct and complete copy of the Lease and all modifications
thereto  are  attached  to  this  Assignment, there have been no oral or written
amendments  to  or modifications of the Lease except for the written amendments,
if  any, that are attached hereto, and the Lease represents the entire Agreement
between  Landlord  and  Assignor  regarding  the  Premises.

     6.     The  term  of  the Lease is scheduled to expire on January 31, 2001.

     7.     As  of  the  date hereof, the minimum rent owing for the Premises is
$424,138.00  per year, fixed, until the expiration of the term, payable in equal
monthly  installments,  plus additional rent for Assignee's proportionate  share
of  operating  expenses,  as  set  forth  in  Section  6  of  the  Lease.

     8.     To  Landlord's knowledge, there are no defaults under the Lease, but
Landlord  has  not  made  any investigation or inquiry to ascertain defaults and
therefore  reserves all rights to assert any default that may be found to exist.

     9.     If  Assignor  or  Assignee  employs  an agent in connection with any
sublease  or  further  assignment  involving  all  or  any portion of the leased
premises, they will employ for such purposes the real estate agent stipulated by
Landlord.

     10.    All  alterations,  improvements or additions to the Premises made by
Assignor  have been  approved  by  the  Landlord.

     11.    All  capitalized  terms not  otherwise defined herein shall have the
meaning  ascribed  to  them  in  the  Lease.


     In  witness  whereof and intending to be legally bound, each party to this
assignment has caused it to be executed under seal as of the date above written.


                                          ASSIGNOR
                                          AMP  INCORPORATED


Attest:  /s/                              By:  /s/                       (Seal)
       ----------------------                ----------------------------
                                          James R. Malley, Chairman of the Board


                                          ASSIGNEE
                                          MEASUREMENT  SPECIALTIES,  INC.


Attest: /s/ Kirk J. Dischino              By:  /s/ Joseph R. Mallon, Jr. (Seal)
       ----------------------                ----------------------------


<PAGE>
     The  foregoing  assignment  is  approved by Landlord this 4th day of August
1998.

                                          LANDLORD


Attest:  /s/                              By:  /s/                       (Seal)
       ----------------------                ----------------------------


<PAGE>
                                   MEASUREMENT
                                   SPECIALTIES



July 17, 2000



VIA  FEDERAL  EXPRESS  AND CERTIFIED MAIL
-----------------------------------------

Seton  Company
1000  Madison  Avenue
Norristown,  PA  19403

Attention:  Robert  D.  DeMajistre,  President

Re:    Lease  Renewal

Dear  Mr.  DeMajistre:

Measurement Specialties, Inc. is the current Tenant of certain premises known as
Building  B,  950  Forge  Avenue,  Norristown, Pennsylvania, pursuant to a Lease
Agreement  originally entered into on May 20, 1986 by Semex Inc., a wholly owned
subsidiary  of  Seton  Company,  and Pennwalt Corporation, as amended by a First
Amendment  dated  October 18, 1994 in which AMP Incorporated was named as Tenant
(having  been assigned its interest as Tenant by assignments previously approved
by  Landlord),  and  a  Second  Amendment  dated  November  20,1995 (the "Second
Amendment");  the  tenant's  interest  in  such  Lease,  as  so  amended,  was
subsequently assigned to Measurement Specialties, Inc. by an Assignment of Lease
dated August 14, 1998 between AMP Incorporated and Measurement Specialties, Inc.

Please  be  advised  that,  pursuant  to  Section  3(a) of the Second Amendment,
Measurement  Specialties,  Inc.  is  hereby  exercising its option to extend the
Lease  for  one additional term of two (2) years from February 1,2001 to January
31,2003,  at  a  Minimum  Rent  of  $455,948.35  per  year. The Tenant is not in
material  default  of  the  Lease.

Kindly  indicate your receipt of this letter by signing the enclosed copy in the
space  indicated  below  and  retuning  to  me  at  the  following:

Measurement  Specialties,  Inc
Attn:  Kirk  J.  Dischino
80  Little  Falls  Road
Fairfield,  New  Jersey  07004
Fax  (973)  808-1787



80  Little  Falls  Road
Fairfield,  New  Jersey  07004
Tel:  (973)  808-1819  Fax:  (973)  808-1787
E-mail:  info@msiusa.com
Web site:  www.msiusa.com


<PAGE>