EXHIBIT 10.86



                           L E A S E  A G R E E M E N T




BY AND BETWEEN:



                       CEDAR BROOK CORPORATE CENTER, L.P.


                                               "Landlord"



                       - and -



                       TRANSCELL TECHNOLOGIES, INC.


                                               "Tenant"







PREMISES:         8 Cedar Brook Drive
                  Cranbury, New Jersey 08512






DATED: September 19, 1996









<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>     <C>                                                                                                     <C>   
1.       LEASED PREMISES........................................................................................  1
         ---------------

2.       TERM OF LEASE..........................................................................................  3
         -------------

3.       CONSTRUCTION...........................................................................................  3
         ------------

4.       RENT................................................................................................... 11
         ----

5.       PARKING AND USE OF EXTERIOR AREA....................................................................... 13
         --------------------------------

6.       USE.................................................................................................... 13
         ---

7.       REPAIRS AND MAINTENANCE................................................................................ 13
         -----------------------

8.       COMMON AREA EXPENSES, TAXES AND INSURANCE.............................................................. 16
         -----------------------------------------

9.       SIGNS.................................................................................................. 21
         -----

10.      ASSIGNMENT AND SUBLETTING.............................................................................. 22
         -------------------------

11.      FIRE AND CASUALTY...................................................................................... 22
         -----------------

12.      COMPLIANCE WITH LAWS, RULES AND REGULATIONS............................................................ 24
         -------------------------------------------

13.      INSPECTION BY LANDLORD................................................................................. 28
         ----------------------

14.      DEFAULT BY TENANT...................................................................................... 28
         -----------------

15.      LIABILITY OF TENANT FOR DEFICIENCY..................................................................... 31
         ----------------------------------

16.      NOTICES................................................................................................ 31
         -------

17.      NON-WAIVER............................................................................................. 32
         ----------

18.      RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS................................................... 32
         ----------------------------------------------------

19.      NON-LIABILITY OF LANDLORD.............................................................................. 32
         -------------------------

20.      RESERVATION OF EASEMENT................................................................................ 33
         -----------------------

21.      STATEMENT OF ACCEPTANCE................................................................................ 33
         -----------------------

22.      FORCE MAJEURE.......................................................................................... 33
         -------------

23.      STATEMENTS BY LANDLORD AND TENANT...................................................................... 33
         ---------------------------------

24.      CONDEMNATION........................................................................................... 34
         ------------

25.      LANDLORD'S REMEDIES.................................................................................... 34
         -------------------

26.      QUIET ENJOYMENT........................................................................................ 35
         ---------------

27.      SURRENDER OF PREMISES.................................................................................. 35
         ---------------------

28.      HOLDOVER............................................................................................... 36
         --------

                                                                                 
                                        





29.      INDEMNITY.............................................................................................. 36
         ---------

30.      LEASE CONSTRUCTION..................................................................................... 37
         ------------------

31.      BIND AND INURE CLAUSE.................................................................................. 38
         ---------------------

32.      INCLUSIONS............................................................................................. 38
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33.      DEFINITION OF TERM "LANDLORD".......................................................................... 38
         -----------------------------

34.      COVENANTS OF FURTHER ASSURANCES........................................................................ 38
         -------------------------------

35.      COVENANT AGAINST LIENS................................................................................. 39
         ----------------------

36.      SUBORDINATION.......................................................................................... 39
         -------------

37.      EXCULPATION OF LANDLORD................................................................................ 39
         -----------------------

38.      SECURITY............................................................................................... 40
         --------

39.      BROKERAGE.............................................................................................. 40
         ---------

40.      LATE CHARGES........................................................................................... 40
         ------------

41.      OPTION TO RENEW........................................................................................ 40
         ---------------

42.      RIGHT TO LEASE ADDITIONAL SPACE........................................................................ 42
         -------------------------------

43.      MEMORANDUM OF LEASE.................................................................................... 43
         -------------------
</TABLE>

                                                                                
                                        









                  AGREEMENT,  made  September  19,  1996,  between  CEDAR  BROOK
CORPORATE  CENTER,  L.P.,  1000  Eastpark  Blvd.,  Cranbury,  New Jersey  08512,
"Landlord";  and TRANSCELL  TECHNOLOGIES,  INC.,  2000  Cornwall  Rd.,  Monmouth
Junction, NJ 08852, "Tenant".

                              W I T N E S S E T H :


                  WHEREAS, the Landlord intends to lease to the Tenant a portion
of 8 Cedar Brook Drive,  Cranbury,  New Jersey 08512,  constituting a portion of
the  office/industrial  park  known as CEDAR  BROOK  CORPORATE  CENTER  ("Office
Park"); and
                  WHEREAS,  the parties  hereto wish to  mutually  define  their
rights, duties and obligations in connection with the said lease;
                  NOW  THEREFORE,  in  consideration  of the  promises set forth
herein,  the  Landlord  leases  unto the Tenant  and the  Tenant  rents from the
Landlord  the Leased  Premises  described  in  Paragraph 1, and the Landlord and
Tenant do hereby mutually covenant and agree as follows:

         1.       LEASED PREMISES
                  1.1 The leased premises shall consist of approximately  32,500
square feet,  measured from outside of glass to center line of common wall,  but
no less than 30,000 square feet;  consisting of approximately 29,300 square feet
of laboratory/office  space, plus 3,200 square feet of executive offices, all as
identified on the plan  attached  hereto and made a part hereof as Schedule "A",
("Leased  Premises") together with all improvements to be constructed thereon by
the  Landlord  for  the use of the  Tenant,  and  all  improvements,  tenements,
hereditaments,  fixtures and rights and privileges  appurtenant thereto, and any
and all fixtures and equipment which are to be installed in said building by the
Landlord for the use of the Tenant in its  occupancy of the Leased  Premises and
any expansion  phases.  Tenant shall also have the right to use all common areas
of the Office Park in a similar manner as other Office Park tenants.

                                                                                
                                        





                  1.2 Tenant shall have an option to expand the Leased  Premises
by renting all, or a portion of the adjacent areas identified on Schedule "A" as
Phases 2A and 2B, in no less than 4,800 square foot  increments  (except for the
final increment  which may be less),  by providing  Landlord with written notice
within 2 years of the  Commencement  Date,  as  defined  hereafter,  and  paying
Landlord  the  Reservation  Fee set forth in  Paragraph  4.1. If Tenant,  at its
option,  leases all or a portion of Phase 2,  Tenant  shall  continue to pay the
Reservation  Fee for any  area of  Phase  2 that  it  does  not  lease,  for the
remainder of the two year period.  If Tenant leases any of Phase 2B, then Tenant
must  either  exercise  its  option on Phase 2A no later than the end of the two
year period or be obligated to pay full rent for Phase 2A after the end of the 2
year period; provided,  however, if Tenant does not then construct improvements,
it shall pay a reduced rent for said expansion  phase of $9.00 for an additional
12 months. Tenant shall still be entitled to the $40.00 allowance referred to in
Paragraph 3.1(d) when and if it decides to construct  improvements and shall pay
rent at the rental rate as shown in Paragraph  4.2 for Months 19-24 plus the sum
of $0.55 per square foot. If Tenant rents only a portion of Phase 2 during the 2
year  option  period,  the  remaining  portion of Phase 2 shall  continue  to be
subject  to the  option  for the  remaining  balance  of the 2 year  period.  In
addition,  if Tenant  leases  any  portion of Phase 2, it may elect to reserve a
corresponding  amount  of space in Phase 3,  contiguous  to Phase 2, and pay the
$5/sq. ft. Reservation Fee as set forth in Paragraph 4.2 for that space.
                  1.3 In the event Tenant leases Phase 2, it shall have a second
option to lease any remaining portion of Phase 3 not then under reservation,  by
notifying Landlord and paying the Reservation Fee for such remaining portion.
                  1.4 In the event Tenant leases Phases 2 and 3, it shall have a
further  option to lease Phase 4, which option shall be  exercisable at any time
during the term of this Lease. Tenant shall provide Landlord with written notice
exercising  its  option  and  Landlord  shall then have a period of up to 1 year
after notice to deliver said space to Tenant. If said space is leased to another
tenant,  then  Landlord  shall pay the cost to relocate  the other  tenant.  The
Tenant shall lease Phase 4 in its "as is", broom


                                                                                
                                        2





clean  condition,  and at the  then  market  rent  for  comparable  space in the
vicinity;  however, if the parties cannot agree, then standard appraisal methods
shall be used.
                  1.5 To the extent  that  Tenant  leases  any of the  expansion
Phases,  that space shall be included  within the definition of Leased  Premises
and be coterminous  with the term thereunder.  Any  construction  work performed
and/or  machinery,  fixtures and equipment  installed in the expansion Phases by
Landlord  shall be included  within the  definition  of Tenant  Improvements  as
hereinafter defined.

         2.       TERM OF LEASE
                  The term of the Lease  shall be 10 years,  to  commence on the
"Commencement Date" (as that term is hereinafter defined) and to end on the last
day of the month in which occurs the 10th anniversary of the Commencement  Date.
The term  "Commencement  Date"  shall mean the later of (x) April 1, 1997 or (y)
the first day of the next  succeeding  month  following the occurrence of all of
the following conditions:
                  (a) Landlord  shall have achieved  Substantial  Completion (as
that term is defined in Section 3.2 hereof);
                  (b) All parking and Exterior  areas of the  Building  shall be
usable by Tenant;
                  (c)  All  utilities  to be  furnished  by  Landlord  shall  be
available to the Leased Premises; and
                  (d) Cranbury  Township shall have issued a letter stating that
Tenant's use is permitted in the zone.

         3.       CONSTRUCTION
                  3.1 (a)  Landlord  shall  complete  the  building  shell  in a
competent and workmanlike  manner and in accordance with plans being prepared by
The  Kellner  Group,  Architects  and CEC,  Inc.,  Structural  Engineers  ("Base
Building  Plans").  Landlord  shall  complete  the  construction  of the  Leased
Premises in a competent and workmanlike  manner and in accordance with plans and
specifications  ("Plans") to be prepared by Ewing Cole Cherry Brott, which Plans
shall be in substantial accordance with the specifications set forth in Schedule
"B" and the Plans  attached as Schedule "C" which Plans may be amended from time
to time by the mutual agreement of both parties.  Landlord shall use its best 



                                       3





efforts to achieve Substantial Completion,  as hereinafter defined, on or before
May 1, 1997. Unless specifically  revised by both parties,  Schedule "B" assumes
the size of the  laboratory/office  space  portion of the Leased  Premises to be
30,000 square feet and has been developed  based on the type and quality of work
set  forth in the  Jacobs  Wyper  plans and  specifications  for Phase 1 of 3000
Eastpark  Blvd.,  Cranbury,  NJ.  The  improvements,   machinery,  fixtures  and
equipment  to be  constructed  and  installed  by  Landlord,  pursuant  to  this
Paragraph  3, are  hereafter  referred to as the "Tenant  Improvements".  In the
event the number of square feet leased by Tenant increases or decreases then the
quantity of  materials  shall be  adjusted.  Said Plans will be  designed  for a
minimum area of 47,000 square feet of the building so that the parties will know
where  Tenant's  expansion  is intended to occur in the event it  exercises  its
option  to lease  Phases 2A and 2B.  Approximately  32,500  square  feet will be
designed  completely,   with  the  balance  designed  schematically,   including
mechanical  and  electrical  support  rooms.  Tenant shall deliver to Landlord a
complete set of Plans with which  Landlord  can obtain a building  permit by the
later of 30 days after the completion of the erection of the  structural  steel,
or November 1, 1996. In the event that Tenant does not meet these dates,  Tenant
shall be  responsible  to Landlord  from that date for  monthly  rent of $21,667
until Plans are delivered,  prorated on a per diem basis. The monthly rent shall
accrue,  but not be payable,  provided the Plans are delivered prior to February
1, 1997, and shall be paid by Tenant in a lump sum on the Commencement  Date. If
the Plans are not  delivered  by February 1, 1997,  then Tenant  shall,  on that
date, pay to Landlord all of the monthly rent that has then accrued. Thereafter,
Tenant  shall pay the monthly rent of $21,667,  in arrears  prorated as provided
above, until it delivers the Plans to Landlord.
         Landlord has prepared the Base Building  Plans and has provided  Tenant
with the said Plans dated  August 28, 1996  prepared by The Keller Group and the
preliminary/final  site  plan  drawings  dated  June,  1996  prepared  by Kupper
Associates and a list of building  specifications  as set forth in Schedule "D".
Landlord shall be responsible for the  construction at its sole cost and expense
of the base building in  conformance to the Base Building  Plans.  Landlord will
use  reasonable  efforts to keep Tenant  advised of the progress of the building
construction, and the approval of same and of the Plans by the local



                                       4





governmental  authorities,  and will provide Tenant with benchmark  drawings and
design parameters for the building.  Tenant shall notify Landlord of any changes
it  desires to make to the Base  Building  Plans and shall bear all cost of such
changes.  In the event any change  requested  by Tenant  causes a delay in time,
such delay shall extend Landlord's time to perform hereunder.
         Tenant shall contribute  toward the cost of construction of the Phase I
laboratory/office space, as defined in Schedule "A", the amount of $800,000. The
$800,000  shall be paid by Tenant  upon  Substantial  Completion  (as defined in
Paragraph  3.2) less 5% which shall be withheld  until  completion  of the punch
items. Tenant shall also provide Landlord with an unconditional letter of credit
for $800,000  substantially in accordance with the form attached as Schedule "E"
within 30 days of  execution  of this Lease which will be  promptly  returned to
Tenant if it pays said sums as contemplated herein. Subject to Paragraph 3.1(b),
any cost over $800,000 shall be paid by Landlord. The $800,000 shall be adjusted
up or down  based on the ratio of actual  square  footage  of  laboratory/office
space,  excluding  executive offices as referred to in Paragraph 1.1., leased to
the 30,000 square foot design standard for laboratory/office  space. At Tenant's
request,  Landlord will provide Tenant with  documentation  to support  Tenant's
$800,000 contribution to the cost of Tenant Improvements.
         In addition, Landlord shall provide Tenant with an allowance for Tenant
Improvements for the executive offices of $50 per square foot, i.e., $50/sq. ft.
x 3200 sq.  ft. =  $160,000.  Upon  receipt  of Plans from  Tenant  showing  the
complete  design of the executive  offices,  Landlord will provide,  in writing,
within 10 business days, an estimated  cost to construct the executive  offices.
If such cost exceeds $50/sq.  ft., then Tenant shall have the option,  within 30
days  after  receipt  of  Landlord's  estimate,  to have  its  own  professional
estimator or construction  consultant  confirm the per square foot price. If the
price is confirmed,  then Tenant shall, still within said 30 day period,  revise
the Plans to reduce the cost or advise  Landlord  to commence  construction.  If
Tenant's  estimator  or  consultant  feels that the per square foot price is too
high,  then the parties  shall  negotiate  in good faith to attempt to achieve a
cost of $50/sq. ft.



                                       5





         In  determining  the  construction   cost  set  forth  above,  for  all
authorized  deviations  from  Schedule B and costs in excess of the $50/sq.  ft.
allowance for the executive  offices and change orders  referred to in Paragraph
3.1(c),  the actual cost charged by  subcontractors,  material  suppliers and/or
governmental authorities shall be marked up for general conditions, overhead and
profit as set forth below:

                 Billing Cost = Actual Cost x 1.02 x 1.08 x 1.05

         After the Plans are delivered by Tenant,  any changes shall be governed
by Paragraph 3.1(c).

                           (b) In the event Tenant or its architect  adds to the
scope,  quantity  or quality  of  construction  described  in  Schedule  B, such
additional cost up to a maximum of $500,000, shall be paid by Tenant, through an
increase in rent.  Tenant shall elect the method of paying the increase prior to
the Commencement Date of this Lease by choosing one of the following options:
                                    (i)     to fully amortize the increased cost
                                            over the  first 5 years of the lease
                                            term,     beginning     from     the
                                            Commencement  Date,  at the interest
                                            rate  on the  date  of  election  of
                                            either 500 basis  points  over the 5
                                            year  Treasury bill rate or the Wall
                                            Street Journal  published prime rate
                                            plus 3%; or
                                    (ii)    to amortize the increased  cost over
                                            the 10 year  lease  term,  beginning
                                            from the  Commencement  Date, at the
                                            interest   rate   on  the   date  of
                                            election of either 500 basis  points
                                            over the 5 year  Treasury  bill rate
                                            or the Wall Street Journal published
                                            prime  rate plus 3%,  with a balloon
                                            payment  of  the  total  unamortized
                                            amount  due at the end of the  fifth
                                            lease year;

If such additional cost exceeds $500,000,  Tenant shall pay the amount in excess
of $500,000 within 10 days of the date billed by Landlord.
                           (c)  Any  change   orders   that  do  not  delay  the
Completion   Date  and  that  increase  or  decrease  the  cost  of  the  Tenant
Improvements  and that are desired by Tenant after the Plans are delivered shall
not be effective unless approved, in writing, by



                                       6





both parties,  and such approval by Landlord shall not be unreasonably  withheld
or  delayed  and such cost shall be borne by Tenant and paid for as set forth in
Subparagraph 3.1(b);
                           (d) In the event Tenant  leases any of the  expansion
Phases,  Landlord shall be responsible for constructing the Tenant  Improvements
to said space  provided that Landlord has  performed in  substantial  accordance
with the  construction  provisions  set forth in this Lease,  and the  expansion
Phases  are not  specialized,  scientific  space not  generally  constructed  by
general contractors experienced in laboratory construction. Tenant shall deliver
the construction  plans for said space and Landlord agrees to develop a schedule
and cost budget for the  expansion  Phase and deliver  same to Tenant  within 15
business days after receipt of the construction  plans.  Tenant,  at its option,
may accept such  schedule and budget or may use the  services of a  professional
estimator or construction consultant to review the schedule and cost budget with
Landlord. If Landlord and Tenant cannot agree, Landlord will be given 3 business
days after receipt of written  notice from Tenant of the  disagreement  to match
the  schedule  and cost  budget  provided by  Tenant's  consultant.  If Landlord
chooses not to accept the schedule and cost budget,  Tenant shall  competitively
bid the project using general  contractors  that have  experience in the type of
project being  undertaken.  After such bids are  received,  Tenant shall provide
them to Landlord and Landlord  shall have 5 business days after receipt to match
the bid chosen by Tenant. If Landlord elects to match said bid, it shall perform
the  construction in accordance  with the terms of the bid including  reasonable
timing and guarantee  terms.  If Landlord is to perform said  construction,  the
Reservation  Fee shall  terminate in accordance  with the terms of Paragraph 4.2
and rent shall commence upon Substantial Completion in accordance with the terms
of Paragraph  3.2. If Landlord does not match such bid,  Tenant shall be free to
accept the  outside  bid.  Landlord  shall  also have the right to  approve  the
outside  contractor,  which  approval  shall  not be  unreasonably  withheld  or
delayed,  inspect  the work as it  progresses  and  receive a fee of 2.5% of the
total job cost.  Rent shall  commence for said Phase,  or part  thereof,  on the
earlier of 6 months after  Tenant  elects to retain the outside  contractor,  or
occupancy, at which time the Reservation Fee shall terminate.



                                       7





         Regardless of who performs the  construction  on the expansion  Phases,
Landlord shall provide Tenant with an allowance for improvements of $40/sq.  ft.
The actual  cost of  construction  shall be paid by the  Landlord  and Tenant as
incurred  relative  to the  amount by which the  anticipated  construction  cost
exceeds $40.00 until Tenant's allowance of $40.00 per square foot has been fully
utilized. For example, if the anticipated construction cost is $120/sq. ft., the
construction  costs shall be paid 1/3 by Landlord and 2/3 by Tenant on a monthly
basis until the Tenant  allowance has been fully  utilized.  Thereafter,  Tenant
shall be responsible for the full payment of all  construction  costs.  Tenant's
Architect shall certify to Landlord that the construction for which Tenant seeks
payment  has been  completed.  If actual  costs  are less  than the  anticipated
construction  costs, then at the conclusion of construction,  Landlord shall pay
Tenant any unpaid balance of the $40.00 allowance.  If Landlord does not pay all
or part of the $40.00 allowance, within 60 days of the date Landlord receives an
invoice,  Tenant may offset said amount  against rent.  Said costs shall include
actual fees for consultants, contractors, subcontractors, material suppliers and
governmental authorities,  and the installed cost and related construction costs
of all of the tenant  improvements  shown on the expansion plans,  including but
not limited to such items as trash removal related to tenant improvements.
         If Landlord is to construct the expansion  Phases,  representatives  of
each party  shall  inspect  the site no less  frequently  than every 2 weeks and
verify and agree that work has been  completed  in a manner  acceptable  to both
Landlord and Tenant.  Landlord  will then prepare an invoice for work  completed
(less Landlord's  proportionate  share), and Tenant shall pay the same within 10
business days of receipt.  Landlord shall be responsible for paying $40/sq.  ft.
for Tenant  Improvements  to the  expansion  Phases  and  Tenant  shall bear the
balance of the cost. For example, if the cost is determined to be $137/sq.  ft.,
Landlord shall pay $40 and Tenant shall pay $97. In the event the payment is not
received by Landlord  within the specified  time,  interest  shall accrue on the
unpaid balance at an interest rate of 1% per month.
                           (e) During construction of the Leased Premises or any
expansion Phases, Tenant shall have access in order to install its own equipment
provided:



                                       8





                                    (i)     it    delivers    to    Landlord   a
                                            certificate  of  insurance  for  the
                                            coverage set forth in Paragraph 8.5;
                                            and

                                    (ii)    it shall  coordinate  its work  with
                                            the work being performed by Landlord
                                            so   that   there    shall   be   no
                                            unreasonable    interference   with,
                                            delay or interruption of, Landlord's
                                            work.
                           (f) All  construction of expansion Phases by Landlord
shall be done in a competent and workmanlike manner, in accordance with Tenant's
plans and specifications and the cost and timing schedule agreed to by Landlord.
At Tenant's request,  Landlord will provide Tenant with documentation to support
Tenant's $800,000 contribution to the cost of Tenant Improvements.
                  3.2  The  Leased  Premises  and  any  expansion   Phases,   if
constructed by Landlord,  shall be considered  substantially completed, and rent
payments  shall  commence,  upon  the  issuance  of  a  Temporary  or  Permanent
Certificate of Occupancy,  or a Temporary or Permanent Certificate of Acceptance
("CO/CA")  provided  that any  Temporary  CO/CA is not revoked or does not limit
Tenant's  use and is  promptly  followed  by a  Permanent  CO/CA;  and  when the
machinery,  equipment  and  fixtures to be installed by Landlord are operable so
that  Tenant  can  conduct  its  customary  business  activities   ("Substantial
Completion") but for the initial Leased  Premises,  not before April 1, 1997. It
is agreed that for the purpose of this Lease,  wherever  and  whenever  the term
Substantial  Completion  is used,  it shall not  include  items of  maintenance,
service  or  guarantee.  Within 30 days after  occupancy,  Tenant  will  provide
Landlord  with a punch list of items to be corrected  which will be completed by
Landlord within 60 days of receipt of the punch list.  Tenant and Landlord shall
execute a confirmation of Lease  Commencement  Date in the form of Schedule "F".
If the  Commencement  Date  occurs on a day other than the first day of a month,
rent from such day until the first day of the following  month shall be prorated
(at a rate of 1/30th of the monthly rent per day). During said period of partial
monthly occupancy, all other terms and conditions of this Lease shall apply.
                  3.3 Landlord  acknowledges  and agrees that Tenant will suffer
financial  loss,  the exact extent of which is difficult  to  determine,  if the
Leased Premises are not



                                       9





Substantially Completed by May 1, 1997 subject to extension for Tenant's failure
to  deliver  Plans in a timely  manner  as set  forth in  Paragraph  3.1(a)  and
Paragraph 22, Force Majeure.  In connection  with the  foregoing,  if the Tenant
Improvements are not Substantially  Completed by June 1, 1997, Landlord shall be
liable  for  and  shall  promptly  pay to  Tenant  at the end of the  month,  as
Stipulated,  Fixed,  Agreed Upon and  Liquidated  Damages (and not as a penalty)
$20,000.  If the Leased  Premises are not  Substantially  Completed on or before
July 1, 1997,  Landlord shall promptly pay to Tenant, on July 3, 1997 and at the
end of each month thereafter,  an additional  $30,000 for each month or prorated
portion thereof that the Tenant  Improvements  are not  Substantially  Complete.
Said monthly sum of $30,000 shall  continue to be paid by Landlord until October
1, 1997. After November 15, 1997,  Tenant shall have the right to terminate this
Lease  if  Substantial  Completion  has not  been  achieved.  Upon  termination,
Landlord shall promptly  return to the Tenant,  the letter of credit referred to
in Paragraph 3.1(a).
                  3.4 The Landlord  shall have the right to  substitute  for the
materials and equipment required by the Plans,  materials and equipment of equal
quality and standard,  provided said  substitutions are requested in writing and
conform with applicable  building codes and Tenant or its designee has consented
in writing to the substitution, which consent shall not be unreasonably withheld
or  delayed.  If Tenant does not reply to Landlord  within 3 business  days,  it
shall be determined to have approved the change.

                  3.5 With  regard  to the  initial  Leased  Premises,  Landlord
shall, within 10 days of date Tenant requests,  waive, in writing, all rights or
liens on Tenant's  equipment,  such as  analytical  and  synthesis  instruments,
portable cold rooms,  refrigerators,  freezers,  items mounted on bench tops and
any  equipment  which is bolted to the  structure or walls for added  stability,
which Tenant has leased.  With regard to the expansion  Phases,  Landlord agrees
to, within 10 days of date Tenant  requests,  waive,  in writing,  all rights or
liens on Tenant's  equipment or trade  fixtures  such as fume hoods,  case work,
refrigerators,   freezers,   biosafety   cabinets,   analytical   and  synthesis
instruments,  items mounted on bench tops and any  equipment  which is bolted to
the structure or walls for added stability  which Tenant has leased.  The waiver
shall not apply to any building improvements made by, or



                                       10





on behalf of Tenant,  such as permanently  installed cold rooms,  HVAC equipment
and ducts, plumbing, electrical or units related thereto.

         4.       RENT
                  4.1 The Original  Base Rent for the Leased  Premises  shall be
calculated based on the following annual rates per square foot:

<TABLE>
<CAPTION>
      <S>                    <C>                           <C>                        <C>  
==================  ============================  ============================  ========================================
       Years              Laboratory/Office             Executive Office               Phase 2 (if not occupied)
------------------  ----------------------------  ----------------------------  ----------------------------------------
        1-5                     27.30                         16.75                      5.00* for 2 years only
       6-10                     28.00                         18.43                              -------
==================  ============================  ============================  ========================================
                            *This sum shall include common area maintenance and real estate taxes.
</TABLE>

         In the event Tenant occupies the 32,500 square feet contemplated at the
execution of this Lease, the rent on the Commencement Date shall be:



        29,300 sq. ft. laboratory/office                       $799,890
         3,200 sq. ft. executive office                          53,600
        14,510 sq. ft. Phase 2 (Reservation Fee)                 72,550
                                                               --------
                                                               $926,040

payable in equal monthly  installments  in the sum of $77,170.  In the event the
actual space occupied at the  Commencement  Date varies from 32,500 square feet,
the rent shall be adjusted  based on the rental  rates per square foot set forth
above.
                  4.2 Unless a third party performs the construction, the $5/sq.
ft. rent ("Reservation Fee") for Phase 2, or part thereof,  and Phase 3, or part
thereof,  if applicable  pursuant to Paragraph  1.2, shall continue until (i) 30
days after Tenant gives written notice that it is cancelling its option to lease
such  space;  (ii) the  receipt by  Landlord  from  Tenant of notice that it has
chosen  Landlord  to  perform  the  construction  and  permittable  construction
documents for the Phase to be  constructed;  or (iii) the  expiration of the two
year period. However, if Tenant stops paying the Reservation Fee, it shall still
have the Right of First  Refusal set forth in  Paragraph 42 for Phase 2, or part
thereof,  for an additional  number of months equal to the number of months that
it had paid the  Reservation  Fee.  Except as provided in Paragraph 42.4, in the
event Tenant leases any



                                       11





or all of Phase 2, the annual  rent per square foot shall be as set forth in the
table below,  pro rated for a partial month, and such rent shall be added to the
Original Base Rent.

                         Dollar Amount/Sq. Ft.
                         Number of Months from Commencement Date to Occupancy of
                         Phase 2
<TABLE>
<CAPTION>
        Lease Year             Months 1-6           Months 7-12           Months 13-18              Months 19-24
   -------------------------------------------------------------------------------------------------------------
  <S>                             <C>                   <C>                    <C>                       <C>   
          1 - 5                    $15.22                $15.47                 $15.74                    $16.06
          6 - 10                   $16.74                $17.02                 $17.31                    $17.67
   11 - 15 (option yrs.)           $16.74                $16.74                 $16.74                    $16.74
   16 - 20 (option yrs.)           $18.41                $18.41                 $18.41                    $18.41
</TABLE>

Except as  provided  in  Paragraph  42.4,  the rental  rate for Phase 3, or part
thereof,  shall be as set forth above for Phase 2, Months 19-24, increased by 2%
annually until the  commencement  date of Phase 3, or part thereof.  The $40/sq.
ft. tenant allowance shall also be increased annually by 2%.
                  4.3 Rental  payments  shall be made promptly in advance on the
first day of each and every month  during the term of the Lease  without  demand
and without  off-set or  deduction,  except as otherwise  set forth herein or if
Tenant obtains a money judgment against Landlord,  together with such additional
rent and other  charges  required  to be paid by Tenant as are  hereinafter  set
forth, all of which charges shall be considered  additional  rent.  Tenant shall
pay as additional  rent, the amounts  required in Paragraph 8. If any amount due
to Tenant  pursuant to Paragraph 3.3 is not paid within 30 days of the date due,
Tenant shall have the right to set off said sum against any rent due hereunder.

         5.       PARKING AND USE OF EXTERIOR AREA
                  The Tenant shall have the right to use the parking  spaces for
their  employees  and  visitors  on a  non-exclusive  basis in common with other
tenants of the building.  Landlord  will provide 4 visitor and 2 reserved  signs
for Tenant to use, but shall not monitor parking in the spaces. The Landlord and
Tenant mutually agree that they will not block, hinder or otherwise obstruct the
access  driveways  and parking  areas so as to impede the free flow of vehicular
traffic on the  property.  If Tenant  leases the  expansion  Phases,  additional
visitor and 



                                       12





reserved signs will be provided in reasonable proportion to the additional space
leased.  In connection  with the use of the loading  platforms,  if any,  Tenant
agrees that it will not use the same so as to  unreasonably  interfere  with the
use of the access  driveways and parking areas.  Tenant shall not store trailers
or other vehicles on any portion of the access  driveways or parking areas,  and
may not utilize any portion of the land  outside of the Leased  Premises for any
purpose unless consented to in advance by Landlord.

         6.       USE
                  The Tenant  covenants  and agrees to use and occupy the Leased
Premises   for   office,   general   laboratory,    manufacturing,    marketing,
pharmaceutical and bio-technical research and development, or any combination of
the  foregoing,  which  uses are  expressly  subject  to all  applicable  zoning
ordinances, rules and regulations of any governmental instrumentalities,  boards
or bureaus  having  jurisdiction  thereof.  Prior to  Substantial  Completion of
Leased  Premises,  Landlord  will obtain and deliver to Tenant a letter from the
Township  that the Tenant's  initial use of the building is permitted  under the
Township  ordinances.  Landlord  represents that there are no recorded documents
that would prevent Tenant's contemplated use of the Leased Premises.

         7.       REPAIRS AND MAINTENANCE
                  7.1 (a) Subject to Paragraph  7.1(b),  Tenant shall  generally
maintain and repair the Leased  Premises in a good and workmanlike  manner,  and
shall, at the expiration of the term,  deliver the Leased Premises in good order
and  condition,  damages  by fire or  casualty,  whether  or not Tenant has been
negligent,  the  elements  or other  causes  outside  the  control of Tenant and
ordinary wear and tear excepted.  Tenant  covenants and agrees that,  subject to
Paragraph  8.6  hereof,  it shall  not  cause or  permit  any  waste,  damage or
disfigurement to the Leased  Premises,  or permit the load factor on the slab on
grade to exceed  150  p.s.i.  The  Tenant  shall  make all  repairs to the floor
surface, the electrical and plumbing systems located within the Leased Premises,
both above and below the floor,  including all ballasts and fluorescent fixtures
and HVAC system,  unless the repair 



                                       13





is the result of the negligence of Landlord, its agents, contractors, employees,
tenants or invitees.
                           (b)    Landlord    shall   assign   to   Tenant   all
manufacturer's  warranties for Tenant  Improvements and Tenant agrees to rely on
said   warranties  in  the  event  of  any  problem  with  such  covered  items.
Notwithstanding the foregoing, in the event any Tenant Improvements installed or
constructed by Landlord are not covered by a warranty or the party providing the
warranty does not adequately  respond,  then Landlord shall guarantee the proper
operation and performance of those Tenant  Improvements for a period of one year
after Substantial  Completion of the applicable work, except for items of normal
maintenance and provided that the problem was not caused by Tenant's negligence,
lack of  maintenance  or  incorrect  maintenance.  For the  first 60 days  after
Substantial Completion, the Landlord will perform all routine maintenance on the
HVAC System.  Landlord shall be responsible for good and workmanlike repairs and
replacements necessary to the roof, foundation,  exterior and load-bearing walls
and other structural elements, and electric, plumbing and other building systems
to the point where they enter the Leased Premises, unless, and to the extent the
repair is necessitated  by the negligence of Tenant or its agents,  and the cost
thereof is not covered by Landlord's  insurance,  or the  insurance  Landlord is
required to carry under this Lease, (without taking into account any deductible)
whichever is greater. Repairs and replacements shall be made within a reasonable
time after Landlord receives notice or has actual knowledge of the need for such
repair or replacement.
                  7.2 The Tenant  shall,  at its own cost and  expense,  pay all
utility  meter and service  charges for  utilities  used by Tenant in the Leased
Premises,  including gas and electric  servicing its space.  Landlord shall have
the  option to  install,  at its own cost,  a separate  water  meter in order to
monitor  Tenant's water usage. The Tenant agrees to maintain all leased areas at
a minimum  temperature  of 45 degrees  Fo,  excluding  cold rooms or other rooms
designated  for a lower  temperature,  to prevent the freezing of domestic water
and  sprinkler  pipes 



                                       14





provided Tenant shall not be liable if gas or electrical service to the Building
has been  interrupted for a reason not caused by Tenant.  Tenant shall not store
any garbage or recyclables  outside the Leased  Premises,  and shall deliver its
garbage and recyclables to the central receiving area on the lot.
                  7.3 Landlord  shall provide the  following  during the term of
this Lease:
                           (a)  Continually   cooperate   with  Public   Service
Electric  and Gas to have  Public  Service  Electric  and  Gas  provide  gas and
electrical service to the point where it enters the Leased Premises for Tenant's
permitted uses, as specified in the Plans approved by Public Service  Electric &
Gas;
                           (b) Extermination and pest control when necessary;
                           (c) 24-hour access to the Leased Premises;
                           (d) Water  facilities  to the point  where they enter
the Leased Premises for lavatory, drinking and cleaning purposes; and
                           (e)  Maintenance  of the  common  areas of the Office
Park, in a manner similar to other office parks in the area, with the cost to be
passed on to Tenant as set forth in Paragraph 8.
                  7.4 Landlord  does not warrant  that any services  Landlord or
any public utilities supply will not be interrupted. Services may be interrupted
because of accidents,  repairs,  alterations,  improvements  or any other reason
beyond the reasonable control of Landlord. Notwithstanding the foregoing, if any
essential services (such as access, electricity or water) supplied to the Leased
Premises  are  interrupted,  or  if  Landlord  fails  to  make  any  repairs  or
replacements  it is required  under this Lease to make and that are necessary to
enable Tenant and its employees,  invitees and agents to use the Leased Premises
without material interference,  then Tenant shall be entitled to an abatement of
rent and additional  rent. The abatement shall begin on the seventh  consecutive
business day of the interruption or interference, or when Tenant stops using the
Leased Premises because of the interruption or interference, whichever is later.
The  abatement  shall end when the  services  are  restored  or the  repairs  or
replacements are made



                                       15





or installed.  Tenant shall have the option to cancel this Lease without penalty
if the interruption or failure to repair or replace unreasonably interferes with
Tenant's  use of or access  to the  Leased  Premises  for at least  thirty  (30)
consecutive days, and Landlord is not exercising its best efforts to restore the
services or make the repair or replacement.

         8.       COMMON AREA EXPENSES, TAXES AND INSURANCE
                  8.1  The  Tenant  shall  pay  to  the  Landlord,  monthly,  as
additional  rental  during the first  lease year,  Common  Area  Expenses at the
annual rate of $1.50/sq.  ft. plus  property  taxes as provided in Paragraph 8.2
and a management  fee of 3% of  $16.75/sq.  ft. times the square  footage of the
Leased Premises. Common Area Expenses shall consist of:
                           (a) The reasonable costs incurred by the Landlord for
the operation, maintenance or repair of the following:

                                    (i)     lawns and shrubbery;
                                    (ii)    water and standby  sprinkler charges
                                            including a charge for sprinkler and
                                            electrical  room  which is at a rent
                                            of $6.00 sq. ft.;
                                    (iii)   exterior lighting;
                                    (iv)    exterior sewer lines;
                                    (v)     exterior utility lines;
                                    (vi)    repair and  maintenance of any signs
                                            serving the Office Park;
                                    (vii)   snow removal which  Landlord  agrees
                                            to  commence  within 12 hours of the
                                            end of the storm;
                                    (viii)  garbage disposal and recycling;
                                    (ix)    general ground maintenance;
                                    (x)     parking lot, driveways and walkways;
                                    (xi)    maintenance  contract  for the  roof
                                            and building site;



                                       16





                                    (xii)   pest control;
                                    (xiii)  central station monitoring;
                                    (xiv)   the   annual   insurance    premiums
                                            charged   to   the    Landlord   for
                                            insurance   coverage  set  forth  in
                                            Paragraph 8.5(b); and
                                    (xv)    other ordinary  maintenance expenses
                                            normally  incurred  by a Landlord in
                                            comparable office parks, upon prior,
                                            if possible, notice to Tenant.
                           (b) The following items shall be excluded from common
area maintenance charges:
                                    (i)     Cost of decorating,  redecorating or
                                            special  cleaning or other  services
                                            not  provided on a regular  basis to
                                            the tenants of the building;
                                    (ii)    Wages,  salaries,  fees  and  fringe
                                            benefits paid to  administrative  or
                                            executive  personnel  or officers or
                                            partners   of    Landlord,    unless
                                            employed  at  competitive  rates  as
                                            independent   contractors   at   the
                                            building or Office Park;
                                    (iii)   All cost relating to activities  for
                                            the    solicitation,    negotiation,
                                            execution and  enforcement of leases
                                            of space in the Office Park;
                                    (iv)    Cost of any  repair  or  other  work
                                            made  by  Landlord  because  of  the
                                            total or partial  destruction of the
                                            building  or the  condemnation  of a
                                            portion of the building;
                                    (v)     Any  insurance   premium  for  which
                                            Landlord  is  to  be  reimbursed  by
                                            Tenant,  pursuant to this Lease,  or
                                            by any other tenant of the building.
                                    (vi)    Depreciation, amortization, interest
                                            or  rents   paid  or   incurred   by
                                            Landlord;



                                       17





                                    (vii)   Any  real   estate   taxes;   
                                    (viii)  Collection   costs   for  bad   debt
                                            expenses not related to Tenant;
                                    (ix)    Cost of tenant improvements;
                                    (x)     Legal,  accounting,  bank  or  other
                                            fees incurred in connection with any
                                            equity or debt  financing or sale of
                                            the building or Office Park;
                                    (xi)    Costs  of  specialized  services  or
                                            other   items   provided   to  other
                                            tenants but not  provided to tenants
                                            generally;
                                    (xii)   Capital   expenditures   as  defined
                                            according  to  GAAP,  or the cost of
                                            rentals   and    related    expenses
                                            incurred in leasing items ordinarily
                                            considered   to  be  of  a   capital
                                            nature;
                                    (xiii)  Cost to comply  with ADA  related to
                                            the   interior  of  the   individual
                                            buildings, but not exterior doors or
                                            the cost of improvements required by
                                            ADA to  the  Office  Park  amortized
                                            over their useful life;
                                    (xiv)   Fines or costs to cure violations of
                                            law  or  ordinances  in  the  common
                                            areas;
                                    (xv)    Electric  and water  for  non-public
                                            areas;
                           (c) The $1.50/sq.  ft. for Common Area Expenses shall
be increased 2% for each year of the Lease Term on January 1st each year. At the
end of each 5 years of the Lease  Term,  the per  square  foot  charge  shall be
adjusted  for the next 5 year period to reflect the actual  increase in the CPI,
as defined  hereafter,  over the prior 5 year period.  The parties also agree to
adjust any individual expense item in Paragraph 8.1(a) which has an unusual cost
or usage, or an unusual increase or decrease during any year.
                  8.2 The  Tenant  shall  pay its  proportionate  share  of real
estate and personal property taxes assessed against the land, building shell and
site  



                                       18





improvements,  along with any levy for the installation of improvements  serving
the Leased  Premises  assessed  by any  governmental  body  having  jurisdiction
thereof but excluding any special  assessments caused by the use of the building
by other tenants. The real estate tax obligation of the Tenant shall include any
tax or imposition for parking lot usage which may be levied by any  governmental
body  having  jurisdiction  thereof.  Tenant's  proportionate  share  shall be a
percentage  derived by  dividing  the total  square feet leased by Tenant by the
total square feet in the building. In addition to its proportionate share of the
above items, Tenant shall pay all real estate taxes assessed by the municipality
on its Tenant  improvements.  Tenant  shall have the right to contest,  or cause
Landlord to contest,  the assessed value of the building,  land and improvements
or the real estate or personal property taxes and Landlord agrees to provide any
and all documentation reasonably required for Tenant to contest said assessment.
Tenant  shall pay all  reasonable  costs of  Landlord  in the event  Landlord is
required  to  contest.  Landlord  is  currently  not aware of any  abatement  or
deferral program in connection with the Leased Premises.  If taxes are abated or
deferred as a result of an appeal, or under any other program, Tenant shall gain
the benefit of such reduction.  Notwithstanding the foregoing,  Tenant shall not
be required to reimburse  Landlord  for any capital  stock,  income,  franchise,
estate,  inheritance,  gift or transfer  taxes, or any penalties or interest for
failure to pay in a timely manner.
                  8.3 Tenant shall pay its share of Common Area Expenses monthly
together  with the  rent  except  for  taxes  which  shall  be  billed  and paid
quarterly.  Tenant's Share of Common Area Expenses and real estate taxes for any
calendar  year,  part of which  falls  within the term of this Lease and part of
which does not, shall be appropriately prorated.
                  8.4 If at any time during the term of this Lease the method or
scope of  taxation  prevailing  at the  commencement  of the Lease Term shall be
altered,  Tenant's  proportionate share of such substituted tax or imposition if
it relates to



                                       19





Tenant's occupancy,  shall be payable and discharged by the Tenant in the manner
required pursuant to the law which shall authorize such change.
                  8.5      (a) The Tenant  covenants and agrees that it will, at
its sole  cost and  expense,  carry  liability  insurance  covering  the  Leased
Premises in the  minimum  amount of  $1,000,000.00  per  accident  for 1 person,
$3,000,000.00  per  accident  for 2 or more  persons,  and a  minimum  amount of
$300,000.00 for property damage with Landlord listed as an insured party;
                           (b)  Landlord  shall keep the base  building of which
the Leased Premises are a part, including without limitation,  all fixtures (but
not  Tenant  Improvements)  insured  against  damage  and  destruction  by fire,
sprinkler  damage,  vandalism,  comprehensive  liability and other perils in the
amount of the full  replacement  value of such building,  as the value may exist
from time to time, including insurance for one year's rent, with a deductible of
no more than $10,000 except that Landlord will be responsible for any deductible
amount  over  that  sum.  The  insurance  shall  include  an  extended  coverage
endorsement  of the kind  required  by an  institutional  lender to  repair  and
restore  such base  building.  Any increase in the  insurance  premiums due to a
change in rating of the base building which is solely  attributable  to Tenant's
use, or due to special Tenant  equipment,  shall be paid entirely by the Tenant.
During construction,  Landlord will increase the amount of insurance coverage by
$800,000  to  cover  Tenant's  contribution  to  Tenant  Improvements,  with the
additional premium cost thereof to be borne by Tenant.
                           With regard to each  expansion  Phase,  Tenant  shall
certify  to  Landlord,  at the  completion  of  construction,  the  cost  of the
improvements  made to that  Phase  and  Landlord  shall,  after  receipt  of the
certification,  increase the amount of insurance  coverage by said amount,  with
the additional premium cost thereof to be borne by Tenant;
                           (c) The insurance policies referred to above shall be
maintained  by insurance  companies  licensed to do business in the State of New
Jersey,  with a  general  policyholder's  rating  of at least A and a  financial
rating of 



                                       20





at  least XI in  Best's  Insurance  Reports.  If such  ratings  are  changed  or
discontinued, the parties shall agree to an alternate method of rating insurance
companies.  Such policies shall be maintained  throughout this Lease,  including
any extensions. Each party shall deliver a certificate of insurance to the other
evidencing this insurance.  Such certificate shall provide that the policy shall
not be cancelled or the coverage will not be materially  reduced without 10 days
prior written notice.
                  8.6 The parties covenant and agree that the insurance policies
required to be furnished in  accordance  with the terms and  conditions  of this
Lease, or in connection with insurance  policies which they obtain insuring such
insurable interest as Landlord or Tenant may have in its own properties, whether
personal or real,  shall expressly waive any right of subrogation on the part of
the insurer  against the  Landlord  or Tenant.  Notwithstanding  anything to the
contrary, Landlord and Tenant each mutually waive all right of recovery
against each other, their agents, or employees for any loss, damage or injury of
any nature whatsoever to property or person  (regardless of whether the party in
whose favor the waiver applies was negligent) for which either party is required
by this lease to carry insurance.

         9.       SIGNS
                  At its sole expense the Tenant shall have the right to install
no more than 2 signs,  including  exterior ground signs at the Leased  Premises,
subject to  Landlord's  approval,  which shall not be  unreasonably  withheld or
delayed. The signs shall comply with the rules and regulations of the applicable
governmental boards and bureaus having jurisdiction thereof. The installation of
such signs shall not cause any  structural  damage to the building and shall not
be  permitted  on the roof.  Landlord  shall  provide a  monument  sign near the
entrance  to the  building  listing all of the  tenants  occupying  space in the
building, with Tenant's name at the top.



                                       21





         10.      ASSIGNMENT AND SUBLETTING
                  10.1 The Tenant  may not assign or sublet the Leased  Premises
or any part  thereof,  without  the  consent  of  Landlord,  which  shall not be
unreasonably  withheld  or delayed.  Tenant  shall have  absolutely  no right to
assign or sublet any expansion  Phases unless Tenant is paying the full rent due
thereon.  If Tenant desires to assign or sublet, it shall first give to Landlord
notice in writing.  Landlord  shall have 14 calendar  days from  receipt of such
notice to elect to consent to the assignment of the Lease or the sublease of the
Leased Premises.  If Landlord fails to respond in the 14 day period,  consent is
deemed  given.  However,  Tenant  shall be  permitted  to assign  this  Lease or
sublease  the  premises,  without  the  consent of  Landlord  but with notice to
Landlord,  to (i) a wholly owned subsidiary,  or a parent, (ii) any corporation,
partnership,  trust,  limited liability  company or similar entity  controlling,
under the direct or  indirect  control of Tenant or under  common  control  with
Tenant  (collectively,  "Tenants  Affiliates"),  (iii) any corporation resulting
from the merger or  consolidation  with Tenant or that  acquires all of Tenant's
assets or stock;  (iv) any joint  venture  or  similar  arrangement  as to which
Tenant  or  Tenant's  Affiliates  are a  party;  or (v) a  Tenant  whose  use is
specifically permitted under this Lease.
                  10.2 In the event of any assignment or subletting permitted by
the Landlord,  the Tenant and  Guarantor,  as set forth in a separate  Guaranty,
shall  remain  and  be  directly  and  primarily  responsible  for  payment  and
performance  of the within  Lease  obligations,  and the  Landlord  reserves the
right,  at all times,  to require and demand that the Tenant pay and perform the
terms and conditions of this Lease.  No such  assignment or subletting  shall be
made to any tenant who shall  occupy the Leased  Premises for any use other than
that which is permitted to the Tenant.

         11.      FIRE AND CASUALTY
                  11.1 If there  occurs  any  damage  to or  destruction  of any
portion of the building of which the Leased  Premises is a part by fire or other
casualty  occurring  during the term of this Lease,  which shall render at least
1/3 of  the  floor 



                                       22





area of the Leased  Premises  untenantable  or unfit for  occupancy,  and either
party  reasonably  determines  within 30 days of the  casualty  that the  Leased
Premises cannot be repaired within 240 days from the happening of such casualty,
using reasonable  diligence ("Total  Destruction")  then the Lease shall, at the
option of the  Landlord or Tenant,  upon  written  notice to the other  within a
further  15 days,  cease and  become  null and void from the date of such  Total
Destruction.  In such event the Tenant shall  immediately  surrender  the Leased
Premises to the Landlord and this Lease shall  terminate.  The Tenant shall only
pay rent to the time of such Total Destruction.  However,  in the event of Total
Destruction  if the  Landlord  and Tenant  shall  elect not to cancel this Lease
within the 15 day period the  Landlord  shall  repair and restore the  building,
Leased Premises and all Tenant  Improvements to substantially the condition they
were in prior to the damage or destruction,  with deliberate speed and dispatch.
The rent  shall not be  accrued  after  said  damage or while  the  repairs  and
restorations are being made, but shall recommence  immediately  after the Leased
Premises  are so restored as  evidenced  by the issuance of a CO/CA by municipal
authorities  and that any  machinery,  equipment  and/or  fixtures  Landlord was
responsible  for installing are operable so as not to materially  interfere with
the customary business activities of Tenant.  Notwithstanding the foregoing,  if
any such restoration is not completed within 365 days of such Total Destruction,
Tenant may terminate this Lease without penalty.
                  11.2 In the event of any  other  casualty  which  shall not be
tantamount to Total  Destruction  the Landlord shall promptly repair and restore
the  Building,  the  Leased  Premises  and the Tenant  Improvements,  subject to
availability of insurance proceeds,  to substantially the same condition as they
were prior to the damage or destruction, with reasonable speed and dispatch. The
rent shall abate or be  equitably  apportioned  from the date of casualty to the
extent the Tenant's use is impaired.  Landlord  shall have the right to not make
the repairs,  if it has complied with  Paragraph  8.5(b) but cannot  confirm the
availability  of  insurance  proceeds  within 90 days of the  casualty.  In such
event,  Landlord  will  notify  Tenant  within said 90 day period that it cannot
confirm the insurance  proceeds and is 



                                       23





electing  not to make the  repairs.  Tenant  shall  have 10  business  days from
receipt of said notice to elect whether to terminate the lease. If Landlord does
make the repairs, the rent shall recommence  immediately upon restoration of the
Leased Premises as evidenced by the issuance of a CO/CA by municipal authorities
and any  machinery,  equipment  and/or  fixtures  Landlord was  responsible  for
installing  are operable so as not to  materially  interfere  with the customary
business  activities  of  Tenant.  Notwithstanding  the  foregoing,  if any such
restoration  is not  completed  within  365 days of such  casualty,  Tenant  may
terminate this Lease without penalty.
                  11.3 In the event the Landlord rebuilds, the Tenant agrees, at
its  cost  and  expense,  to  forthwith  remove  any and  all of its  equipment,
fixtures,  and  personal  property in order to permit  Landlord to expedite  the
construction.  The Tenant shall assume at its sole risk the  responsibility  for
damage to or security of such  fixtures and  equipment  that it does not move in
the event that any  portion of the  building  area has been  damaged  and is not
secure  provided  Landlord  has not been  grossly  negligent  subsequent  to the
casualty.  However,  nothing  shall  preclude  Tenant from making a claim to any
insurance company for the cost of such removal.

         12.      COMPLIANCE WITH LAWS, RULES AND REGULATIONS
                  12.1 (a) The Tenant agrees that upon  acceptance and occupancy
of the Leased Premises,  it will promptly,  at its own cost and expense,  comply
with all statutes,  ordinances,  rules, orders,  regulations and requirements of
the Federal, State and Municipal governments ("Applicable Laws") relating to the
manner in which Tenant uses the Leased Premises.  The Tenant also agrees that it
will not commit any  nuisance,  and will  dispose  of all  garbage  and waste in
compliance  with law and Landlord's  reasonable  written rules and  regulations.
Landlord warrants that on the date this Lease commences, the Leased Premises and
the  building  of which it is a part  will  comply  with  all  Applicable  Laws.
Notwithstanding anything to the contrary, in no case shall Tenant be required to
comply with Applicable Laws with regard to any structural  component or building
system that 



                                       24





is Landlord's  responsibility  pursuant to Paragraph  7.1.  Landlord will comply
with all  applicable  laws with  regard  to the  building  shell,  core site and
building systems that are not the responsibility of the Tenant.
                           (b) The Tenant  agrees,  at its own cost and expense,
to comply  with such  regulations  or requests as may be required by the fire or
liability  insurance  carriers  providing  insurance for the Leased  Premises in
connection  with  Tenant's  use and  occupancy of the Leased  Premises.  If such
regulations or requests are arbitrary and capricious  then Tenant shall have the
right to require Landlord to obtain insurance from another company.
                  12.2 In case the Tenant shall fail to comply with all material
provisions of the aforesaid statutes, ordinances, rules, orders, regulations and
requirements  with  which  Tenant is  required  under the terms of this Lease to
comply,  then the  Landlord  may,  after 30 days' notice  (except for  emergency
repairs, which may be made immediately),  and provided that Tenant has failed to
take  such   reasonable   action  to   investigate  or  remedy  the  reason  for
noncompliance,  enter the Leased  Premises  and take any  reasonable  actions to
correct  any  noncompliance,  at the cost and  expense of the  Tenant.  The cost
thereof  shall be added to the next month's rent and shall be due and payable as
such,  or the Landlord may deduct the same from the balance of any sum remaining
in the  Landlord's  hands.  This  provision  is in  addition to the right of the
Landlord to terminate this Lease pursuant to Section 14.2. However, in the event
that Tenant is proceeding with any investigation or repairs to ensure compliance
with the aforesaid laws and regulations,  the initial failure to comply with the
aforesaid laws and regulations shall not constitute an event of default.
                  12.3  Tenant  expressly  covenants  and  agrees to  indemnify,
defend and save the  Landlord  harmless  against any claim,  damage,  liability,
cost,  penalties,  or fines  which the  Landlord  may suffer as a result of air,
ground or water pollution which requires remediation under any Environmental Law
and is caused by the  Tenant,  its  agents  and  contractors,  in its use of the
Leased Premises.  Landlord shall indemnify,  defend and save the Tenant harmless
against 



                                       25





any claim, damage,  liability,  cost,  penalties,  or fines which the Tenant may
suffer as a result of air, ground or water pollution which requires  remediation
under  any  Environmental  Law  and  is  caused  by  Landlord,  its  agents  and
contractors.  The  Tenant  covenants  and agrees to provide  the  Landlord  with
reasonable  notice of any claim or notice  served  upon it with  respect  to any
claim that the Tenant is causing air,  ground or water pollution in violation of
an  Environmental  Law; and the Tenant shall take prompt and reasonable steps to
halt,  remedy  or cure any  pollution  of air,  ground or water  which  requires
remediation under an Environmental Law and is caused by the Tenant by its use of
the Leased Premises.
                  12.4 Tenant  expressly  covenants  and agrees to fully  comply
with the  provisions  of the New Jersey  Industrial  Site Recovery Act (N.J.S.A.
13:1K-6, et seq.) "ISRA", and its regulations to the extent applicable, prior to
the termination of the Lease.
                           (a)  The  term  "evidence  of  compliance",  as  used
herein,  shall  mean a "letter  of  non-applicability"  issued by the New Jersey
Department  of  Environmental  Protection  ("NJDEP"),  or an approved  "negative
declaration"  or a  "remediation  action  plan" which has been  submitted to the
NJDEP for approval.
                           (b) In the event ISRA is applicable  and (a) evidence
of Tenant's  compliance  is not delivered to the Landlord and (b) Tenant has not
attempted to secure  evidence from the NJDEP,  it is understood  and agreed that
Tenant  shall be liable  to pay to  Landlord  an  amount  equal to two times the
Monthly Base Rent then in effect,  together with all applicable  additional rent
from the date of such surrender  until such time as evidence of compliance  with
ISRA has been  delivered  to the  Landlord,  and  together  with any  costs  and
expenses  incurred by  Landlord in  enforcing  Tenant's  obligations  under this
paragraph.  Evidence of compliance shall be delivered to Landlord, together with
all copies of all  submissions  made to the NJDEP,  including all  environmental
reports, validated test results and other relevant supporting documentation.



                                       26





                           (c)  Tenant  shall  only be  liable to  Landlord  for
regular  rent and not for  double  rent as set forth  above,  if (i)  Tenant has
submitted all  documentation  initially  required by NJDEP to obtain evidence of
compliance at least 6 months before the  expiration of the Lease term and Tenant
is unable to obtain such evidence prior to the expiration of the Lease term, and
(ii) Landlord is unable to either  refinance or relet the Leased Premises solely
as  a  result  of   Tenant's   failure  to  obtain   evidence   of   compliance.
Notwithstanding  anything to the contrary, it is understood and expressly agreed
by Landlord and Tenant that Tenant shall not be required to comply with the time
limits to submit evidence of compliance if the Lease is terminated  prior to the
scheduled  expiration  of the term of the Lease as a result of a reason which is
beyond the control of the Tenant,  such as a casualty or  condemnation.  In such
event,  Tenant  shall  not be liable  for any rent so long as Tenant  diligently
attempts to obtain such evidence of compliance.
                           (d) In the  event  ISRA is  applicable  to any  other
portion of the Office  Park not under the  operation  and  control of Tenant and
Landlord is  required  to apply to the NJDEP for a letter of  non-applicability,
negative  declaration  or  remediation  plan,  Tenant agrees that it shall fully
cooperate  with Landlord in connection  with any  information  or  documentation
which may be  requested  of  Tenant by the  NJDEP,  provided  Landlord  pays all
Tenant's reasonable  expenses and cost thereof.  If, in the course of Landlord's
application,  any  remediation  of the Office Park is required which is directly
attributable  to Tenant's  operation of the Leased  Premises,  Tenant  expressly
covenants and agrees that it shall be  responsible  for only that portion of the
remediation  which is directly  attributable to its operation.  It is understood
and expressly agreed by Landlord and Tenant that Tenant shall not be responsible
for any rent beyond the Lease term as provided for in  Paragraph  12(b) or 12(c)
if ISRA is  applicable  to a portion of the Office Park not under the  operation
and control of Tenant.
                           (e) Tenant  hereby  represents  and warrants that its
Standard  Industrial  Classification  No.  is 8731,  and that  Tenant  shall not
generate,



                                       27





manufacture,  refine,  transport,  treat, store, handle or dispose of "hazardous
substances" as the same are defined under ISRA and the  regulations  promulgated
pursuant  thereto in violation of any  Environmental  Law.  Tenant hereby agrees
that it shall promptly inform Landlord of any change in its SIC number.
                           (f)  Landlord  represents  that,  to the  best of its
knowledge, the Leased Premises, buildings and Office Park are in compliance with
all Environmental Laws.
                  12.5  The  term   "Environmental   Law"  means   Comprehensive
Environmental  Response,  Compensation  and Liability Act ("CERCLA"),  42 U.S.C.
ss.ss.9601 et seq.,  the Resource  Conservation  and Recovery Act  ("RCRA"),  42
U.S.C.  ss.6901 et seq., the Clean Water Act, 33 U.S.C.  ss.ss.1251 et seq., the
Safe Drinking Water Act, 42 U.S.C.  ss.ss.3300f et seq., the Hazardous Materials
Transportation Act, 49 U.S.C.  ss.1801 et seq., the Toxic Substances Control Act
("TSCA"), 15 U.S.C. ss.2601-2692, et seq., the New Jersey Spill Compensation and
Control  Act ("NJ Spill  Act"),  N.J.S.A.  58:10-23.11  et seq.,  the New Jersey
Industrial  Site  Recovery  Act  ("ISRA"),  N.J.S.A.  13:1K-6  et seq,  the Safe
Drinking Water Act, 42 U.S.C.  ss.ss.300f-300j-26,  the Clean Air Act, 42 U.S.C.
ss.ss.7401 et seq., and the Hazardous  Materials  Transportation  Act, 49 U.S.C.
ss.ss.1801, et seq.; and any subsequent Environmental Laws of a similar nature.

         13.      INSPECTION BY LANDLORD
                  The Tenant  agrees that the  Landlord  shall have the right to
enter  into the  Leased  Premises  at all  reasonable  hours for the  purpose of
examining  the same  upon  reasonable  advance  notice of not less than 24 hours
(except in the event of  emergency),  or to make such repairs as are  necessary.
Any repair  shall not  unreasonably  interfere  with  Tenant's use of the Leased
Premises. Unless Tenant permits otherwise,  Landlord shall only enter the Leased
Premises:  (a) when accompanied by a  duly-authorized  representative of Tenant;
(b) when wearing any and all  protective  clothing or equipment  that Tenant may
require Landlord to wear to alleviate disturbance of Tenant's operations in such
non-office 



                                       28





portions;  and (c) at hours and in a manner  which  will not  disturb  or unduly
interfere with Tenant's operations in such non-office  portions. 

         14. DEFAULT BY TENANT
                  14.1  Each of the  following  shall be  deemed a  default ( an
"Event of Default") by Tenant and a breach of this lease:

                           (a)      (i)     filing of a  petition  by the Tenant
                                            for  adjudication as a bankrupt,  or
                                            for   reorganization,   or   for  an
                                            arrangement  under  any  federal  or
                                            state  statute,  except in a Chapter
                                            11  Bankruptcy  where  the  rent and
                                            additional rent stipulated herein is
                                            being  paid  and  the  terms  of the
                                            lease are being complied with;
                                    (ii)    dissolution  or  liquidation  of the
                                            Tenant;
                                    (iii)   appointment of a permanent  receiver
                                            or a  permanent  trustee  of  all or
                                            substantially all of the property of
                                            the  Tenant,   if  such  appointment
                                            shall  not  be   vacated  or  stayed
                                            within  90 days,  provided  the rent
                                            and   additional   rent   stipulated
                                            herein  is being  paid and the terms
                                            of  the  lease  are  being  complied
                                            with, during said 90 day period;
                                    (iv)    taking possession of the property of
                                            the Tenant by a governmental officer
                                            or  agency   pursuant  to  statutory
                                            authority      for      dissolution,
                                            rehabilitation,   reorganization  or
                                            liquidation  of the  Tenant  if such
                                            taking  of  possession  shall not be
                                            vacated  or  stayed  within 90 days,
                                            provided  the  rent  and  additional
                                            rent stipulated herein is being paid
                                            and the terms of the lease are being
                                            complied  with,  during  said 90 day
                                            period;
                                    (v)     making   by   the   Tenant   of   an
                                            assignment   for  the   benefit   of
                                            creditors.
                           (b) Default in the payment of the rent or  additional
rent herein reserved or any part thereof,  when due, which continues for 10 days
after notice from Landlord of such default.  However,  if Tenant is more than 10
days late, twice in any 12 month period,  then the 10 day period is reduced to 5
days upon notice to Tenant;  and written notice shall no longer be required from
Landlord during such 12 month period.
                           (c)  A  default  in  the  performance  of  any  other
covenant or  condition  of this lease on the part of the Tenant to be  performed
for a period of 30 days after notice.  However, no default on the part of Tenant
shall be deemed


               
                                       29





to exist if it diligently  commences  efforts to rectify same within such 30 day
period.
                  14.2 Upon any Event of  Default  set forth  above and lapse of
applicable grace period,  Landlord may serve written notice upon the Tenant with
a copy to the  guarantor,  if any,  electing  to  terminate  this  lease  upon a
specified  date not less than 10 days after the date of serving  such notice and
this Lease shall then expire on the date so  specified  as if that date had been
originally fixed as the expiration date of the term herein granted.  However, an
Event of Default  shall be deemed waived if such default is made good before the
date  specified  for  termination  in the  notice of  termination  served on the
Tenant.
                  14.3 In case this Lease  shall be  terminated  Landlord or its
agents may,  immediately or any time thereafter,  re-enter and resume possession
of the Leased Premises or such part thereof, and remove all persons and property
therefrom,  either by summary  proceedings or by a suitable action or proceeding
at law, without being liable for any damages  therefor.  No re-entry by Landlord
shall be deemed an acceptance of a surrender of this lease. However, if an Event
of Default has occurred and Tenant moves out, or is  dispossessed,  and fails to
remove any of its property, machinery,  equipment and fixtures or other property
within 10 days after  such  default,  dispossess  or  removal,  then and in that
event,  the said property,  machinery,  equipment and fixtures or other property
shall at the option of the Landlord, be deemed to be abandoned,  or the Landlord
may remove such property and charge the  reasonable  cost and expense of removal
and storage to the Tenant.  The Tenant  shall be liable for any damage  which it
causes in the removal of said property from the Leased Premises.
                  14.4 In case this  Lease  shall be  terminated  Landlord  may,
relet the whole or any portion of the Leased  Premises,  for any period equal to
or greater or less than the  remainder  of the then  current  term,  for any sum
which it reasonably may deem appropriate,  to any tenant which it may reasonably
deem  suitable and  satisfactory,  and for any use and purpose which it may deem
appropriate.  In connection with any such lease,  Landlord may make such changes
in the 



                                       30





character of the improvements on the Leased Premises as Land lord may reasonably
determine to be  appropriate  or helpful in  effecting  such lease and may grant
concessions or free rent to the extent commercially  reasonable.  Landlord shall
make reasonable efforts to relet the Leased Premises.  Landlord shall not in any
event be required to pay Tenant any sums  received by Landlord on a reletting of
the Leased Premises,  but this shall not effect Landlord's  statutory obligation
to mitigate its damages.  Amounts  received shall be applied against amounts due
from Tenant.
                  14.5 In the event this Lease is terminated  and whether or not
the Leased  Premises be relet,  Landlord  shall be entitled to recover  from the
Tenant all rent due and all reasonable  expenses,  including  reasonable counsel
fees, incurred by Landlord in recovering possession of the Leased Premises,  and
all  reasonable  costs and  charges  for the care of the Leased  Premises  while
vacant,  which  damages  shall  be due at  such  time as they  are  incurred  by
Landlord;  and a sum equal to all damages set forth in Paragraph 15. Without any
previous  notice or demand,  separate  actions  may be  maintained  by  Landlord
against  Tenant from time to time to recover  any damages  which have become due
and payable to the Landlord without waiting until the end of the term.


         15. LIABILITY OF TENANT FOR DEFICIENCY
                  In the event  that the  relation  of the  Landlord  and Tenant
terminates  by reason of:
                         (a) an  uncured  Event of Default by the Tenant and the
re- entry of the Landlord as permitted herein; or
                         (b)  by  the   ejectment   of  the  Tenant  by  summary
proceedings or other judicial  proceedings; 
it is hereby  agreed  that the  Tenant  shall  remain  liable to pay in  monthly
payments the rent and any other charges which shall accrue. The Tenant expressly
agrees to pay as damages for such  breach of this Lease the differ ence  between
the rent reserved and the rent  received,  if any, by the  Landlord,  during the
remainder of the unexpired term.



                                       31





         16. NOTICES
                  All notices required by this Lease shall be given by certified
mail,  return receipt  requested,  nationally  recognized  overnight  courier or
personal  delivery with  receipt,  at the address set forth on the first page of
this lease, and/or such other place as the parties may designate in writing. Any
notices hand delivered or sent by nationally  recognized overnight carrier shall
be deemed  delivered  when  received.  All notices  sent by mail shall be deemed
given 3 days  after  deposit  in the mail.  Upon  Tenant's  occupancy,  Tenant's
address for notices shall be the Leased Premises.

         17. NON-WAIVER
                  The  failure  of  either  party  to  insist  upon  the  strict
performance  of any of the  terms  of this  Lease,  or to  exercise  any  option
contained  herein,  shall  not  be  construed  as a  waiver  of any  such  term.
Acceptance of  performance  of anything  required by this Lease to be performed,
with the knowledge of the breach of any term of this Lease,  shall not be deemed
a waiver of such breach,  nor shall  acceptance  of rent by Landlord in a lesser
amount than is due (regardless of any endorsement on any check, or any statement
in any letter accompanying any payment of rent) be construed either as an accord
and  satisfaction  or in any  manner  other  than as  payment  on account of the
earliest  rent then unpaid by Tenant.  No waiver of any term of this Lease shall
be deemed to have  been made  unless  expressed  in  writing  and  signed by the
benefitted party.

         18. RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS
                  Upon occupancy the Tenant may make  alterations,  additions or
improvements to the Leased Premises provided the aggregate cost of same shall be
less than  $50,000.  If greater than $50,000 then Tenant must obtain the consent
of the Landlord,  which shall not be  unreasonably  withheld or delayed.  Tenant
shall obtain all  necessary  governmental  permits and shall furnish to Landlord
as-built drawings of any alterations,  additions or improvements which are made.
Landlord agrees to review any alteration, addition, or improvements proposed by



                                       32





Tenant within 10 days of receipt of plans and specifications,  and advise Tenant
of its  decision.  If Landlord  does not  respond in 10 days,  consent is deemed
given. Any approval given is not intended to subject the Landlord's  property to
liability under any lien law.

         19. NON-LIABILITY OF LANDLORD
                  Tenant  agrees to assume  all risk of damage to its  property,
equipment  and fixtures  occurring  in or with  respect to the Leased  Premises,
whatever the cause of such damage or casualty.  Landlord shall not be liable for
any damage or injury to property or person  caused by or  resulting  from steam,
electricity, gas, water, rain, ice or snow, or any leak or flow from or into any
part of the building, or from any damage or injury resulting or arising from any
other cause or happening  whatsoever,  unless  arising from gross  negligence or
willful misconduct of Landlord or its agents, contractors or employees.

         20. RESERVATION OF EASEMENT
                  Landlord  reserves the right,  easement and privilege to enter
on the Leased  Premises in order to install,  at its own cost and  expense,  any
storm drains and sewers and/or  utility lines in connection  therewith as may be
required by the Landlord.  It is understood  and agreed that if such work as may
be required by Landlord requires an installation  which may displace any paving,
lawn,  seeded area or shrubs the Landlord,  shall,  at its own cost and expense,
restore or redesign  said  paving,  lawn,  seeded area or shrubs.  The  Landlord
covenants  that the foregoing  work shall not  unreasonably  interfere  with the
normal operation of Tenant's business.

         21. STATEMENT OF ACCEPTANCE
                  Upon the  delivery  of the Leased  Premises  to the Tenant the
Tenant  covenants and agrees that it will furnish to Landlord a statement  which
shall set forth the Date of Commencement and the Date of Expiration of the lease
term.

         22. FORCE MAJEURE
                  Except  for (i) the  obligation  of the Tenant to pay rent and
other  charges,  (ii) the date by which Tenant may terminate  this Lease because
Landlord



                                       33





has not substantially  completed its work pursuant to Paragraphs 3 or 11 hereof,
and (iii) the time period set forth in Paragraph  7.4, the period of time during
which the Landlord or Tenant is prevented from performing any act required to be
performed  under  this  Lease by  reason  of fire,  catastrophe,  industry  wide
strikes,  lockouts not  instituted by Landlord,  civil  commotion,  acts of God,
government  prohibitions  or  preemptions  or  embargoes,  inability  to  obtain
material or labor by reason of governmental  regulations,  the act or default of
the other party,  or other events beyond the  reasonable  control of Landlord or
Tenant,  as the case may be, shall be added to the time for perform ance of such
act.

         23. STATEMENTS BY LANDLORD AND TENANT
                  Landlord  and  Tenant  agree at any time and from time to time
upon not less than 10 days' prior notice from the other to execute,  acknowledge
and deliver to the party  requesting  same, a statement  in writing,  certifying
that this  lease is  unmodified  and in full  force and effect (or if there have
been  modifications,  that the same is in full force and effect as modified  and
stating  the  modifications),  that it is not in default (or if claimed to be in
default,  stating the amount and nature of the default) and specifying the dates
to which the basic rent and other charges have been paid in advance.

         24. CONDEMNATION
                  24.1 If there is a condemnation or any similar proceedings and
in Tenant's  reasonable  opinion,  said taking unreasonably or unduly interferes
with the use of the Leased Premises, the lease term created shall terminate from
the date when the  authority  exercising  the power of eminent  domain  takes or
interferes with the use of the Property. The Tenant shall be responsible for the
payment  of rent  until  the time of  surrender.  In any  event,  no part of the
Landlord's   condemnation  award  shall  be  claimed  by  the  Tenant.   Without
diminishing  Landlord's  award,  the Tenant shall have the right to make a claim
against the condemning authority for such independent claim which it may have.
                  24.2 In the event of any  partial  taking  which  would not be
cause for  termination of the Lease, or in the event of any partial taking which
would permit 



                                       34





termination  but Tenant  retains  the balance of the Leased  Premises  remaining
after such taking,  then the rent shall abate in an amount to be mutually agreed
upon (such  agreement not to be  unreasonably  withheld or delayed)  between the
Landlord and Tenant based on the extent of interference with Tenant's normal use
of the  Leased  Premises.  The  Landlord  shall,  to  the  extent  permitted  by
applicable law and as the same may be practicable promptly make such repairs and
alterations  in order to restore  the  building  and/or  improvements  to usable
condition to the extent of any condemnation award received by Landlord.
         
         25. LANDLORD'S REMEDIES
         25.1 The rights and  remedies  given to the  Landlord in this lease are
distinct,  separate and cumulative remedies,  and no one of them, whether or not
exercised  by the  Landlord,  shall be deemed to be in  exclusion  of any of the
others.
         25.2 In addition to any other legal remedies for an Event of Default by
the Tenant or by anyone  holding  or  claiming  under the  Tenant  such Event of
Default shall be restrainable by injunction at the suit of the Landlord.
         25.3 No receipt of money by the Landlord from any receiver,  trustee or
custodian or debtors in possession shall reinstate,  continue or extend the term
of this lease or affect any notice  theretofore  given to the Tenant,  or to any
such  receiver,  trustee,  custodian  or debtor in  possession,  or operate as a
waiver or estoppel of the right of the  Landlord  to recover  possession  of the
Leased  Premises for any of the causes therein  enumerated by any lawful remedy;
and the failure of the  Landlord to enforce any  covenant or condition by reason
of its breach by the  Tenant  shall not be deemed to void or affect the right of
the  Landlord to enforce the same  covenant or  condition on the occasion of any
subsequent default or breach.

         26. QUIET ENJOYMENT
                  The Landlord  covenants that the Tenant,  on paying the rental
and performing the covenants and conditions  contained in this Lease, subject to
applicable  notice and grace periods,  may peaceably and quietly have,  hold and
enjoy the Leased Premises for the Lease term.



                                       35





         27. SURRENDER OF PREMISES
                  On the last day, or earlier permitted termination of the Lease
term,  Tenant shall quit and surrender  the Leased  Premises in good and orderly
condition  and  repair  (reasonable  wear and tear,  and damage by fire or other
casualty  excepted) and shall  deliver and surrender the Leased  Premises to the
Landlord peaceably, together with all alterations and improvements to the Leased
Premises. Tenant shall not be required to remove any alterations or improvements
unless:  (i) Landlord advised Tenant in writing that Tenant would have to remove
such items when Landlord  approved the  alterations  or received  notice thereof
from Tenant or (ii) Landlord  gives Tenant  written notice on or before 6 months
prior to the  expiration  of the Term that the condition of such items is beyond
normal  wear and tear and in such event  Tenant  shall be required to remove any
alterations  or  improvements  installed  by the Tenant,  and restore the Leased
Premises to its original state, normal wear and tear and damage by fire or other
casualty excepted.  Notwithstanding  the above,  Tenant shall not be required to
remove any  alterations  or  improvements  shown on Plans.  Notwithstanding  the
above,  Landlord  shall have a right,  prior to the  expiration  of the Term, to
notify  Tenant  that  Landlord  shall  purchase  as many hoods and benches as it
desires at a price of  $2300/hood  and  $50/lineal  foot of bench.  Said payment
shall be made to Tenant in a lump sum on the termination  date. All property not
removed by Tenant shall be deemed abandoned by Tenant, and Landlord reserves the
right to charge the  reasonable  cost of removal to the Tenant,  for items which
Tenant was required to remove.

         28. HOLDOVER
                  If the Leased  Premises are not  surrendered at the end of the
Lease  term,  the  Tenant  shall pay 150% of the Base Rent  then  being  paid to
Landlord, on a monthly basis with rent pro-rated until date of surrender.  These
covenants shall survive the termination of the Lease.

         29. INDEMNITY
         29.1 Anything in this Lease to the contrary notwithstanding but subject
to Paragraph 8.6 hereof, and without limiting the Tenant's obligation to



                                       36





provide  insurance  hereunder  the  Tenant  covenants  and  agrees  that it will
indemnify,   defend  and  save  harmless  the  Landlord  against  and  from  all
liabilities,  obligations,  damages,  (except consequential  damages) penalties,
claims,  costs,  charges and expenses,  including without limitation  reasonable
attorneys'  fees, which may be imposed upon or incurred by Landlord by reason of
any of the following occurring during the term of this Lease:
                  (a) Any claim arising out of Tenant's use, occupancy,  control
or management of the Leased  Premises and any part thereof  unless  arising from
negligence or willful  misconduct of Landlord or any of its agents,  contractors
or employees,  or the failure of Landlord to comply with its  obligations  under
this Lease;
                  (b) Any  negligence  on the part of the  Tenant  or any of its
agents, contractors, servants, employees, licensees or invitees;
                  (c) Any accident,  injury, damage to any person or property of
third parties  occurring in, or about the Leased  Premises  unless  arising from
negligence or willful  misconduct of Landlord or any of its agents,  contractors
or  employees,  or the failure of Landlord to comply with its  obligation  under
this Lease;
                  (d) Any  Event of  Default.  Landlord  shall  promptly  notify
Tenant of any such claim  asserted  against it and shall promptly send to Tenant
copies of all papers or legal  process  served  upon it in  connection  with any
action or proceeding brought against Landlord.
         29.2 Landlord  covenants and agrees that it will indemnify,  defend and
save harmless the Tenant against and from all liabilities, obligations, damages,
(except consequential  damages) penalties,  claims, costs, charges and expenses,
including without  limitation  reasonable  attorneys' fees, which may be imposed
upon or incurred by Tenant by reason of any of the  following  occurring  during
the term of this Lease:
                  (a)  Any  claim  arising  out of  Landlord's  use,  occupancy,
control or  management  of the Office Park and any part thereof  unless  arising
from



                                       37





negligence or willful misconduct of Tenant or any of its agents,  contractors or
employees,  or the failure of Tenant to comply with its  obligations  under this
Lease;
                  (b) Any  negligence  on the part of the Landlord or any of its
agents, contractors, servants, employees, licensees or invitees;
                  (c) Any accident,  injury, damage to any person or property of
third  parties  occurring  in, or about the  Office  Park  unless  arising  from
negligence or willful misconduct of Tenant or any of its agents,  contractors or
employees,  or the  failure of Tenant to comply with its  obligation  under this
Lease.  Tenant shall promptly notify Landlord of any such claim asserted against
it and shall  promptly  send to Landlord  copies of all papers or legal  process
served  upon it in  connection  with any action or  proceeding  brought  against
Tenant.  

         30. LEASE CONSTRUCTION
                  This  Lease  shall be  construed  pursuant  to the laws of the
State of New Jersey.


         31. BIND AND INURE CLAUSE
                  The terms,  covenants  and  conditions  of this Lease shall be
binding upon,  and inure to the benefit of, each of the parties hereto and their
respective heirs, successors and assigns.

         32. INCLUSIONS
                  The neuter gender when used herein,  shall include all persons
and  corporations,  and words used in the singular  shall  include  words in the
plural where the text of the instrument so requires.

         33. DEFINITION OF TERM "LANDLORD"
                  When the  term  "Landlord"  is used in this  Lease it shall be
construed to mean and include only the owner of title to the building.  Upon the
transfer by



                                       38





the Landlord of the title,  the  Landlord  shall advise the Tenant in writing by
certified  mail,  return  receipt  requested,  of the  name  of  the  Landlord's
transferee.  In such  event,  the  Landlord  shall be  automatically  freed  and
relieved  from and  after  the date of such  transfer  of title of all  personal
liability  with  respect  to  the  performance  of  any  of  the  covenants  and
obligations  on the  part of the  Landlord  herein  contained  to be  performed,
provided any such transfer and  conveyance by the Landlord is expressly  subject
to the  assumption by the  transferee of all of the  obligations of the Landlord
hereunder.

         34. COVENANTS OF FURTHER ASSURANCES
                  If,  in   connection   with   obtaining   financing   for  the
improvements  on  the  Leased  Premises,   the  mortgage  lender  shall  request
reasonable modifications in this Lease as a condition to such financing,  Tenant
will not unreasonably  withhold,  delay or refuse its consent thereto,  provided
that  such  modifications  do not in  Tenant's  reasonable  judgment  materially
increase the obligations or materially  decrease the rights of Tenant  hereunder
or  materially  adversely  affect  the  leasehold  interest  hereby  created  or
materially  adversely  affect Tenant's use and enjoyment of the Leased Premises.
Notwithstanding  anything  contained  in this  paragraph,  the  rent  shall  not
increase.

         35. COVENANT AGAINST LIENS
                  Tenant  agrees  that it shall  not  encumber,  or permit to be
encumbered,  the  Leased  Premises  or the fee  thereof  by any lien,  charge or
encumbrance,  and Tenant shall have no authority to mortgage or hypothecate this
Lease in any way whatsoever. Any violation of this Paragraph shall be considered
a breach of this Lease.

         36. SUBORDINATION
                  This Lease  shall be subject and  subordinate  at all times to
the lien of any mortgages or other  encumbrances  now or hereafter placed on the
land and  building  and Leased  Premises  without the  necessity  of any further
instrument  or 



                                       39





act on the part of Tenant to  effectuate  such  subordination.  However,  Tenant
agrees to execute such further  documents  evidencing the  subordination  of the
Lease to the  lien of any  mortgage  or  ground  lease  as  shall be  reasonably
requested by Landlord. It is a condition precedent to Tenant's obligation to pay
rent  hereunder and the  foregoing  subordination,  that Landlord  shall provide
Tenant with a  non-disturbance  agreement from any current or future  mortgagee,
which  shall  provide  that so long as no Event of Default has  occurred  and is
continuing,  Tenant's  rights under this lease shall not be disturbed.  Landlord
shall provide Tenant with the non-disturbance agreement from any such current or
future mortgagee within the later of loan closing or 60 days of Lease execution.
Notwithstanding  any language to the contrary contained herein, this Lease shall
not  be  subordinated  until  Tenant  receives  a copy  of  the  non-disturbance
agreement.

         37. EXCULPATION OF LANDLORD
                  Neither  Landlord nor its  principals  shall have any personal
obligation  for  payment  of any  indebtedness  or for  the  performance  of any
obligation under this Lease. The performance of Landlord's obligations expressed
herein may be enforced only against the land and building, and the rents, issues
and profits thereof and insurance and condemnation  proceeds.  The Tenant agrees
that no deficiency judgment or other judgment for money damages shall be entered
by it against the  Landlord or its  principals  personally  in any action.  This
exculpation  provision shall not apply to  misappropriation of Tenant's security
deposit or the aforesaid letter of credit.

         38. SECURITY
                  The Tenant shall deposit with the Landlord 1 month's security,
calculated  in  accordance  with  Paragraph  4.1, as  security  for the full and
faithful  performance of its obligations under this Lease. Payment shall be made
1/3 each month for the first 3 months of the Lease  Term.  Upon  termination  of
this Lease, and providing that at such time no Event of Default has occurred and
is  continuing,  the Landlord  shall  return the security  deposit to the Tenant
within 30



                                       40





days of the date of  termination.  Tenant  covenants and agrees that it will not
assign, pledge, hypothecate,  mortgage or otherwise encumber the security during
the term of this Lease. It is expressly  understood and agreed that the Landlord
shall not be required to segregate the security.

         39. BROKERAGE
                  The parties mutually represent to each other that Tom Giannone
of Julien J. Studley,  Inc. is the broker who  negotiated  and  consummated  the
within  transaction,  and that  neither  party  dealt  with any other  broker in
connection  with the Lease. It is agreed that the Landlord shall be responsible,
at its sole cost and expense, to pay the brokerage commission in connection with
this Lease.

         40. LATE CHARGES
                  In addition to any other remedy, a late charge of 1% per month
shall be due and payable,  without notice from Landlord,  on any portion of rent
or other charges not paid within 10 days of when it is due.

         41. OPTION TO RENEW
             41.1 Provided there is no continuing  Event of Default,  Tenant has
the right to renew the lease, for two 5 year periods,  to commence at the end of
the  initial  term of this Lease.  The renewal  shall be upon the same terms and
conditions as contained in this Lease, except as follows:
                  (a) For the first 5 year renewal  period,  the annual rent per
square  foot shall be the lesser of $28.00 or the  average of the rent then paid
by 2 of Landlord's  existing tenants,  Biomira USA, Inc. at 1002 Eastpark Blvd.,
Cranbury,  NJ, and Pharmacopeia,  Inc., at 3000 Eastpark Blvd.,  Cranbury, NJ or
their successors or assigns. In the event either of those tenants, its successor
or assigns have vacated the  premises,  then the rent for the  laboratory/office
space  shall be the  lesser  of $28.00  or  $25.50  times 1 plus the  percentage
increase in the  Consumer  Price Index  ("CPI") over the initial 10 years of the
lease term;  and the rent for the executive  office space shall be the lesser of
$18.43 or $16.75 times 1 plus the percentage increase in the CPI during the same
term.  The CPI to be used shall be the "All  Items"  index  figures for the N.Y.
Northeastern N.J. average of the



                                       41





CPI for All Urban Consumers  (revised CPI- U) (1982-1984 = 100) published by the
U.S.  Department of Labor. The rent for all expansion Phases during both renewal
terms shall be as set forth in Paragraph 4.2.
                  (b) For the second 5 year renewal period,  the rent per square
foot shall be the rent during the first 5 year renewal period increased by 10%.
             41.2  Since the rent  payment  for at least the first  month of the
renewal term will have been paid prior to the  determination  of any  applicable
rent  increase in excess of the  Original  Base Rent,  any  increase  for months
already  elapsed  after  commencement  of the renewal term shall be added to the
next monthly rent payment then becoming due and payable.
             41.3 The  options of the  Tenant to renew this Lease are  expressly
conditioned upon the Tenant delivering to the Landlord a notice, in writing,  by
certified  mail,  return  receipt  requested at least 9 months prior to the date
fixed for  termination of the original Lease term or any renewal term,  provided
Landlord  will  allow  Tenant to  exercise  the  option in less than 9 months if
Landlord has not first given a notice to Tenant of the pendency of the option.
             41.4 In the event that the Index figure is discontinued the parties
shall agree on an equivalent and substituted  Cost of Living Index to be applied
in the same  manner.  In the event the  parties  cannot  mutually  agree as to a
substituted  Index,  then the issue shall be submitted  for  arbitration  to the
American  Arbitration  Association  to take place in New Brunswick or any of its
contiguous municipalities, with the cost thereof divided between the parties. If
the base year (1982-84 equal to 100) hereinabove referred to with respect to the
"Index"  shall  be  changed  after  the  execution  of  the  Lease,  appropriate
adjustments  based  on such  new  Index  shall  be  made so as to have a  proper
application of the Cost of Living formula.

         42. RIGHT TO LEASE ADDITIONAL SPACE
             42.1 Landlord  shall not attempt to rent any other space at 8 Cedar
Brook  Drive  until  commencement  of  the  erection  of the  structural  steel.
Thereafter,  Landlord  shall be free to lease space in any area where  Tenant is
not paying a



                                       42





Reservation  Fee,  subject to a right of first  refusal by Tenant as provided in
Paragraph 42.3. Provided Tenant has not given the notice under Paragraph 4.2(i),
Landlord shall agree to lease portions of Phase 3 from north to south.
             42.2  If  Tenant  has  leased  all  of  Phase  2 or is  paying  the
Reservation  Fee  thereon,  Tenant  shall  have,  for a 2 year  period  from the
Commencement  Date,  the right of first refusal  pursuant to Paragraph  42.3 for
all, or the portion of Phase 3 not then reserved,  at the rental rates set forth
in paragraph 4.2. However,  if Tenant has not leased all of Phase 2 and provides
Landlord with the notice required under  Paragraph  4.2(i) that it is cancelling
its option to lease such space or the 2 year period has expired, and as a result
Tenant ceases to pay the Reservation Fee for Phase 2, the right of first refusal
with regard to Phase 3 shall  immediately  terminate and it shall have the right
of first offer set forth in Paragraph 42.4.
             42.3 If  Landlord  negotiates  any lease  for  Phases 2 or 3 or any
portion  thereof  while such space is still  subject to Tenant's  right of first
refusal,  it shall give Tenant written notice of same. Tenant shall then have 21
calendar days to notify Landlord that it will lease the space in which the third
party is interested,  at the rent set forth in Paragraph 4.2. If Tenant declines
to exercise its right of first  refusal to rent such space,  it shall still have
the option of reserving that space, by paying Landlord $8/sq. ft.,  inclusive of
common area  maintenance and real estate taxes.  Such reserved space may only be
cancelled upon Tenant giving to Landlord 6 months notice. The provisions for the
termination of the Reservation Fee shall also apply to the $8/sq. ft. amount set
forth in this subparagraph and in Subparagraph 42.4.
             42.4 If all of  Tenant's  rights  of first  refusal  have  expired,
Landlord  agrees  that  Tenant  shall  still have the right to meet any  serious
offers to lease space in the building that Landlord makes to other  tenants.  It
is the intent of this Lease  that each party will  cooperate  with the other and
keep the other party  reasonably  advised of its plans with regard to  expansion
and  leasing.  In that regard to the extent  that  Landlord  is  entertaining  a
serious offer from a third party



                                       43





to lease any space in the  building,  it will  notify  Tenant of same and Tenant
shall sign a confidentiality  agreement with regard to the details of said lease
negotiations.  Tenant  shall  then have a period of 14  calendar  days to notify
Landlord  that it will either meet the third party offer for the space;  reserve
the space at $8.00/sq. ft., inclusive of common area maintenance and real estate
taxes;  or reject the offer and allow  Landlord to lease said space to the third
party on substantially the same terms contained in the original offer. If Tenant
reserves  said space,  it may only cancel upon Tenant  giving  Landlord 6 months
notice.  However,  if Tenant does cancel,  then Landlord shall be free to market
that particular  space without any further right to offer the space to Tenant in
the future.
             42.5 In the event Tenant declines to lease or reserve any expansion
Phases, Landlord will make reasonable efforts, without any guarantee of results,
to include a clause in any third party  tenant's lease that requires that tenant
to relocate if Tenant decides to lease the space.  If, after Tenant gives notice
that it intends  to lease the space  occupied  by the third  party  tenant,  the
Landlord  is only able to  relocate  said  tenant  to new space at a lower  than
market  rent,  then Tenant  shall  either (1) revoke its notice of  intention to
lease the third party  tenant's  space;  or (2) pay, on a quarterly  basis,  the
differential  between  the rent the tenant was paying and the lower than  market
rent the tenant will pay in the space to which it is relocated.

         43. MEMORANDUM OF LEASE
         The parties  shall  forthwith  execute a short form  memorandum of this
Lease Agreement in recordable form to be recorded upon Landlord's receipt of the
first month's rent.



                                       44





                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
document on the date first above written.

                                      CEDAR BROOK CORPORATE CENTER, L.P.
WITNESS:


                                      By: /s/ Joseph Stern
-----------------------------            --------------------------------------
                                                                        Landlord


                                      TRANSCELL TECHNOLOGIES, INC.
ATTEST:


                                      By: /s/ Peter Schied
-----------------------------            ---------------------------------------


                                       45






                                   SCHEDULE A
                                   ----------

                                   DESCRIPTION
                                   -----------



                                 G U A R A N T Y


                  FOR  VALUE  RECEIVED,  and as an  inducement  to  CEDAR  BROOK
CORPORATE  CENTER,  L.P.  ("Landlord"),  to  enter  into a  certain  lease  with
TRANSCELL  TECHNOLOGIES,  INC. ("Tenant"),  dated September 19, 1996, demising a
portion of the premises known as 8 Cedar Brook Drive, Cranbury, New Jersey 08512
("Lease"),  to which this  Guaranty is  attached,  Interneuron  Pharmaceuticals,
Inc.,  One  Ledgemont  Center,  Suite 340, 99 Hayden Ave.,  Lexington,  MA 02173
("Guarantor"),  hereby guarantees to Landlord,  its successors and assigns,  the
full performance and observance of all of the covenants, conditions, obligations
and  agreements  in the  Lease to be  performed  and  observed  by  Tenant,  its
successor and assigns, from the signing of the Lease and for a period of 5 years
after the  Commencement  Date,  including  the  balloon  payment  referred to in
paragraph  3.1(b) of the Lease,  and expressly  agrees that the validity of this
agreement and the  obligations of Guarantor  hereunder shall be and the same are
direct and primary and shall not be  terminated,  affected or impaired by reason
of the assertion by Landlord against Tenant,  its successors or assigns,  of any
of the rights or remedies reserved to Landlord pursuant to the provisions of the
Lease or by reason of the waiver by  Landlord  of, or the failure of Landlord to
enforce, any of the terms, covenants,  conditions or obligations of Tenant under
the Lease, or the granting of any indulgence or extension of time to Tenant, its
successors  or  assigns,  all of which  may be given or done  without  notice to
Guarantor.  Notwithstanding  any language to the contrary contained herein, this
Guaranty shall not cover, and Interneuron  shall not be liable,  for the payment
of any sums set  forth in the  Lease  which  are  secured  by a letter of credit
(including  without  limitations  the sums specified in Paragraph  3.1(a) of the
Lease).


                                       -1-





                  Landlord shall provide Guarantor with prompt notice of default
in the  payment  of rent,  additional  rent or any other  amounts  contained  or
reserved in said Lease, and notice of a breach of  nonperformance  of any of the
covenants,  conditions or agreements  contained in the Lease and the opportunity
to promptly cure any such default or breach.

                  Guarantor further covenants and agrees that this agreement and
guaranty shall remain and continue in full force and effect as to any amendment,
modification,  renewal  or  extension  of the Lease,  to all of which  Guarantor
hereby consents in advance,  provided however and only to the extent same do not
increase the term of the lease,  the amount of space leased or the rent,  and no
course of dealing between Landlord,  its successors and assigns, and Tenant, its
successors and assigns,  shall  diminish,  impair in any respect or abrogate the
obligation of Guarantor hereunder except as hereinabove set forth.

                  Guarantor further agrees that its liability hereunder shall be
primary and that,  in any right of action which shall  accrue to  Landlord,  its
successor and assigns,  may, at its or their option,  proceed against  Guarantor
without having  commenced any action,  or having obtained any judgment,  against
Tenant.

                  Guarantor further represents to Landlord, as an inducement for
it to make the Lease,  that  Guarantor has a financial  interest in Tenant;  and
that the execution and delivery of this guaranty are not in contravention of its
charter or by-laws, and have been duly authorized by its Board of Directors, and
Guarantor  will  comply  with all  requirements  of New  Jersey  law to make the
Guaranty valid, subsisting and enforceable in accordance with New Jersey law.

                  Guarantor   acknowledges  that  Tenant,   its  successors  and
assigns,  may assign the Lease  pursuant to Paragraph 10 thereof,  and Guarantor
hereby agrees that no assignment(s) or


                                       -2-





transfer(s) of the Lease by Tenant or any succeeding  Tenant(s) shall operate to
extinguish or diminish the liability of the Guarantor  under this Guaranty,  and
that  Guarantor  shall,  nevertheless,  remain fully liable under this  Guaranty
during the 5 year term of this  Guaranty,  unless  Landlord  following  any such
assignment, shall determine in its sole and absolute judgment that the financial
responsibility  of such assignee and/or any guarantor of the obligations of such
assignee under the Lease are satisfactory to Landlord, and Landlord, in its sole
and  absolute  discretion,  shall  elect  to  release  the  Guarantor  from  its
obligations  hereunder.  Notwithstanding the above,  Landlord agrees that in the
event  Guarantor  (a) sells the  Tenant;  or (b) the  Tenant  assigns  the Lease
pursuant to Paragraph 10 of the Lease;  or (c) Tenant  becomes a publicly  owned
company;  and the purchasing company, the assignee or the public company, as the
case may be, has an amount of cash  equal to or greater  than the amount of cash
possessed by Guarantor at the time the Lease is signed, then this Guaranty shall
automatically  expire.  If the  purchasing  company,  the assignee or the public
company has less cash than Guarantor at the time the Lease is signed, but has at
lease fifty million dollars in cash, then Landlord shall release  Guarantor from
this Guaranty if such entity either (1) provides  Landlord with an unconditional
Letter of Credit, or another form of collateral which is reasonably satisfactory
to both Landlord and the lender that financed the Tenant  Improvements,  for all
rent to come due for the balance of the 5 year guarantee  period and the balloon
payment set forth in Paragraph  3.1(b) of the Lease; or (2) agrees to add to the
rent due Landlord in Paragraph 4 of the Lease an additional  $3.00/sq.  ft. from
the date of the sale, assignment or public issue, as the case may be, to the end
of the 6th full year of the Lease term. In the event the purchasing company, the
assignee or the public company elects option (2), and maintains cash of at least
fifty million dollars for 4 consecutive  quarters after said election,  then the
$3.00/sq. ft. additional rent shall decrease to


                                       -3-





$1.50/sq.  ft. at the start of the 5th quarter and  continue at that level until
the end of the 6th full year of the Lease term.

                  Guarantor  agrees  that  if  during  the 5 year  term  of this
Guaranty the Tenant shall become  insolvent or shall be adjudged a bankrupt,  or
shall file a petition for  reorganization,  arrangement  or similar relief under
any present or future  provision  of the United  States  Bankruptcy  Code or the
bankruptcy or receivership  laws of the United States or the State of New Jersey
or if such a petition filed by creditors of Tenant shall be approved by a Court,
or if Tenant shall seek a judicial  readjustment  of the rights of its creditors
under any present or future  Federal or State law or if a receiver of all of its
property and assets is appointed by any State or Federal Court,  and in any such
proceeding  the Lease shall be terminated  or rejected,  or the  obligations  of
Tenant  thereunder shall be modified,  Guarantor agrees that it will immediately
pay to  Landlord  or its  successors  or assigns  an amount  equal to all fixed,
contingent  and  additional  rent  accrued  (and  unpaid)  to the  date  of such
termination,  rejection or  modification,  and when due, the rent and additional
rent which would have been payable under the Lease during the unexpired  portion
of the term occurring prior to the fifth  anniversary of the Commencement  Date,
less the aggregate of rentals received by Landlord,  its successors and assigns,
either from Tenant,  or tenants  occupying  the demised  premises or any portion
thereon during such unexpired  portion of the term occurring  prior to the fifth
anniversary  of the  Commencement  Date.  Any lump sum payment made by Guarantor
pursuant to this Paragraph shall be discounted assuming an interest rate of 4%.

                  Guarantor's  obligation to make payment in accordance with the
terms of this Guaranty  shall not be impaired,  modified,  changed,  released or
limited  in any  manner  whatsoever  by any  impairment,  modification,  change,
release or limitation of the liability of Tenant or its estate


                                       -4-




in bankruptcy resulting from the operation of any present or future provision of
the Federal  bankruptcy  statute or other  statute,  or from the decision of any
court. By execution of the within Guaranty,  the Guarantor does hereby covenant,
agree and  acknowledge  that it irrevocably  submits to the  jurisdiction of the
State of New Jersey and agrees that the within  Guaranty  shall be  construed in
accordance  with the laws of the  State of New  Jersey  in  connection  with its
obligations as Guarantor as in this Guaranty provided.

                  This  Guaranty  is for the  benefit  of the  Landlord  and any
present or future bona fide first mortgagee,  their  successors and assigns,  as
additional collateral for any present or future mortgage loan to the Landlord.

                  This  Guaranty  shall be null and void and of no further force
or effect after the fifth anniversary of the Commencement Date.

                  IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands and seals, or caused these presents to be signed by their proper corporate
officers and caused their proper  corporate seals to be hereto affixed,  the day
and year first above written.

ATTEST:                                    INTERNEURON PHARMACEUTICALS, INC.


/s/ Kathy Embriano                         By: /s/ Thomas F. Farb
--------------------------                    ----------------------------



                                       -5-