Exhibit 10.45  FIRST AMENDMENT TO SUBLEASE  This Amendment to
the Sublease is entered into as of July 15, 1998, by and between CALAMAR
ENTERPRISES, INC., on behalf of a Limited Liability Company to be formed, (the Landlord),
and SILIPOS INC., a Delaware corporation having an address at 366 Madison
Avenue, Suite 1616, New York, New
York 10017 (the Tenant).  RECITALS  WHEREAS, the
Landlord and Tenant entered into a Sublease as of May 21, 1998; and  WHEREAS, the
Landlord is financing the premises as defined in the Sublease with inter alia
the Niagara County Industrial Development Agency (the Project); and  WHEREAS, the
Niagara County Industrial Development Agency requires certain reporting to it;
and  WHEREAS, the
Landlord and the Tenant desire to set forth the terms of this First Amendment
to the Lease to conform with the reporting requirements;  NOW, THEREFORE, in
consideration of the mutual covenants herein set forth, the Landlord and the
Tenant do hereby agree to the terms and conditions set forth in this lease.  1.Article 13
is amended by adding the following as an additional paragraph to Section 13.13:  Tenant shall in
addition comply with and provide information as required, to the extent
applicable, by
Sections 2.2(J), 8.11, 8.12 and Exhibit F of the Lease between the Niagara
County Industrial Development Agency and the Landlord, copies of which
Sections and Exhibit F are attached hereto and incorporated herein by
reference.  2.Except
as above provided all the terms and provisions of the lease entered into as of May 21,
1998 remain in full force and affect.  LANDLORD:CALAMAR ENTERPRISES,
  INC. on behalf of a Limited Liability Company to be formedby:
  /s/ Kenneth M.
  FranasiakKenneth M. Franasiak
  President


TENANT:SILIPOS INC.by:
  /s/ Joel E. BickellJoel E. Bickell
  Chairman/CEO


SECONDAMENDMENT TO
SUBLEASE  This Amendment to
the Sublease is entered into as of March 1, 1999, by and between WILLIAMS
ROAD HOLDINGS, LLC (the Landlord), and SILIPOS  INC., a Delaware corporation having an
address at 366 Madison Avenue, Suite 1616, New York, New York 10017 (the Tenant).  RECITALS  WHEREAS, CALAMAR
ENTERPRISES, INC., on behalf of a Limited Liability Company to be formed and
the Tenant entered into a Sublease as of May 21, 1998 and a First
Amendment to the Sublease on July 15, 1998 (collectively, the Sublease);
and  WHEREAS, the
Landlord is the Limited Liability Company which was so formed and is now the
Landlord designated in the Sublease; and  WHEREAS, the Landlord
is about to obtain a loan (the NCDC Loan) from the Niagara County Development
Corporation (NCDC) and a loan from the New York Job Development Authority (JDA)
through NCDC (the JDA Loan) in connection with the construction of the
Premises (the Project); and  WHEREAS, the
agreements evidencing such financing require the Landlord to comply or cause
the occupant of the Premises to comply with certain covenants and reporting
requirements regarding the use and occupancy of and employment at the Premises;
and  WHEREAS, the
Landlord and Tenant desire to amend the Sublease to ensure compliance by the
Tenant with any such applicable covenants and reporting requirements.  NOW, THEREFORE, in
consideration of the mutual covenants herein set forth, the Landlord and the
Tenant do hereby agree to the terms and conditions set forth in this Amendment
to Sublease.  1.Article 13
of the Sublease is hereby further amended by adding the following as additional
paragraphs to Section 13.13:  In addition to
the foregoing, Tenant shall comply with and provide information to NCDC or JDA,
as applicable, the Landlord (for the purpose of enabling Landlord to provide
such information to NCDC and JDA as may be required by NCDC and JDA) in
connection with the NCDC Loan and the JDA Loan, to the extent applicable to
Tenant and for so long as the NCDC Loan and/or JDA Loan remains outstanding, as
follows:  NCDC Loan:  (a)Tenant
shall make good faith efforts to achieve the project job goals (both for total
jobs as well as low and moderate income jobs) as such goals are established in


the Employment Schedule provided
by Tenant to Landlord as part
of the Landlords application to NCDC for the NCDC Loan, and Tenant shall make
good faith efforts to give preference to persons residing with the limits of
the County of Niagara when filling employment vacancies or hiring new
employees, in accordance with NCDCs established policies to promote
development of business within the County of Niagara and to increase employment
opportunities for Niagara County residents.  (b)Tenant
shall:  (i)Keep
proper records, which records shall be on a form provided by NCDC, shall be
certified by Tenant and shall include, without limitation, data on the
residency, gross family income if provided by job applicant, and position
applied for, of all applicants for employment, whether or not hired for that
employment.  Tenant understands that such
employment data is necessary to enable NCDC to comply with the reporting
requirements in connection with the use of Federal funds.  (ii)Furnish
to NCDC by April 30th of each year during the term of the
Sublease or until the NCDC Loan is paid in full, if sooner, an employee data
report which report shall be on a form provided by NCDC, shall be certified by
Tenant and shall include, without limitation, data on the residency, income if
provided by job applicant, skill lovel and permanent or temporary employment
status of Tenants employees by gender and further identified as members of a
minority or non-minority group.  Tenant
understands that such employment data is necessary to enable NCDC to comply
with the reporting requirements in connection with the use of Federal funds.  Each such report shall be kept confidential by
NCDC and shall only be disclosed to the United States Department of Housing and
Urban Development (HUD), to the County of Niagara or as otherwise required by
law.  (c)Tenant
shall (i) conduct, and will cause each subsidiary to conduct, their respective
operations in compliance with the applicable provisions of all federal, state
or local laws, ordinances, rules, regulations and orders applicable to Tenants
operations at the Premises; and (ii) promptly notify NCDC in writing if
Tenant or any subsidiary receives any notice or request for information from
any governmental agency, other entity or person, or if Tenant or any subsidiary
provides any notice or information to any such agency, entity or person,
concerning thepresence or  release of hazardous substances, wastes or
other materials (as such terms are defined by anyapplicable federal, state or local law) within, on, from, related
to, or affecting, the Premises.  (d)Upon
the written request of NCDC and subject to NCDCs compliance with all
applicable laws, ordinances, rules and regulations, the NCDC may,at its own expense, erect a free standing
sign on the Premises (but not on the building) for a period of up to ninety
(90) days, which sign shall be satisfactory to NCDC and to Tenant and may
recite, among other things, that NCDC is providing financing for a portion of
the Project.  (e)During
the term of the Sublease or until payment of the NCDC Loan, if sooner, Tenant
agrees as follows:  2


(i)Tenant
will not discriminate against any employee or applicant for employment because
of race, color, religion, sex or national origin.  Tenant will take affirmative action, to the
extent required by applicable laws, to ensure that applicants for employment
are employed and that employees are treated during employment, without regard
to their race, color, religion, sex or national origin.  Such action shall include, but not be limited
to, the following: employment; termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship.  Tenant agrees to post in conspicuous places,
available to employees and applicants for employment, notices to be provided by
NCDC setting forth the provisions of this nondiscrimination clause.  (ii)Tenant
will, in all solicitations or advertisements for employees placed by or on
behalf of Tenant, state that all qualified applicants will receive
consideration for employment without regard to race, color, religion, sex or
national origin.  (iii)Tenant
will comply with all applicable provisions of Executive Order 11246 of September 24,
1965 and of the rules, regulations and relevant orders of the Secretary of
Labor.  (iv)Tenant
will furnish all information and reports required by Executive Order 11246 of September 24,1965and
by the rules, regulations and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to its books, records and accounts by the
Department and Secretary of Labor for purpose of investigation to ascertain
compliance with such rules, regulations and orders.  (v)Tenant
will include the provisions of Subparagraphs (e)(i) through (e)(v) in
every subcontract, purchase order or loan agreement unless exempted by rules,
regulations or orders of the Secretary of Labor issued pursuant to Section 204
of Executive Order 11246 of September 24, 1965 so that such provisions
will be binding upon each subcontractor, vendor or borrower.  Tenant will take such action with respect to
any subcontractor, vendor or borrower as a result of such direction by the
Department, and Tenant may request the United States to enter into such
litigation to protect the interest of the United States.  (vi)Tenant
will comply with all the applicable requirements of Section 114 of the
Clean Air Act, as amended (42 USC 1857C-8), and Section 308 of the
Federal Water Pollution Control Act, as amended (33 USC 1318), relating to
inspection, monitoring, entry, reports and information, as well as all other
requirements specified in said Section 114 and Section 308, and all
regulations and guidelines issued thereunder.  JDA Loan:  (a)Tenant
shall permit JDAto haveaccess to, and examine at all reasonable
times during normal business hours upon reasonable priornotice, its properties, minute books,  3


books of account
and financial records, and other corporate records for the sole purpose of
determining compliance with the provisions hereof applicable to JDA.  (b)Tenant
shall, upon request of Landlord or JDA, furnish to JDA within one hundred twenty
(120) days after the closing of its fiscal year:  (i)financial
statements fairly presenting the results of its operations for such fiscal year
prepare by an independent certified public accountant, and  (ii)a
certificate of its president or one of its vice presidents or other authorized
person stating that a review of its activities during such fiscal year has been
made under the supervision of such president or vice president or other
authorized person with a view to determining whether or not it has fulfilled
its obligations under this Second Amendment to Sublease applicable to the JDA
Loan, the provisions of the JDA Statute as may be applicable to the Tenant, and
the rules and regulations of JDA as may be applicable to the Tenant, and
that to the best of his/her knowledge and belief, it has fulfilled all such
obligations, or specifying all defaults of which he/she has knowledge.  (c)Tenant
shall comply with all applicable Federal and State legal requirements
pertaining to
non-discrimination and equal opportunity in hiring and operational practices,
and with the Non-Discrimination and Affirmative Action Policy Rider annexed hereto.  (d)Within
thirty (30) days after the first anniversary date of the JDA Loan and annually
thereafter for the term of the JDA Loan, Tenant shall, upon request of Landlord
or JDA, provide Landlord or JDA with a certificate of an authorized officer as
to the number of full time employees and part time employees in the employ of
Tenant on such dates.  (e)Tenant
authorizes the State Department of Labor
to furnish to JDA any information requested by JDA respecting employment for
the purposes of JDAs statutory requirements (Section 537 N.Y. Labor Law).  (f)Tenant
shall notify JDA in writing as soon as possible of any change of its State
Unemployment Identification Number.  (g)Upon
request of JDA, Tenant shall provide to JDA such further information concerning
its business affairs and financial condition as JDA may reasonably request for
the sole purpose of determining compliance with the provisions hereof
applicable to JDA.  (h)Except
to the extent otherwise provided in the Sublease, Tenant shall continually
occupy the Premises.  (f)Except
to the extent otherwise provided in the Sublease, Tenant shall comply with all
applicable requirements set forth in any insurance policy carried with respect  4


to the Premises and with
all applicable statutes, rules, regulations, and orders of any Federal, State
or municipal authority having jurisdiction over the Premises and shall obtain,
comply with and review on a timely basis all applicable permits and approvals
required for the conduct of its operations at the Premises.  Tenant currently has all such required permits
and approvals.  (g)Tenant
covenants that the Premises shall be used only for the operation of an Eligible
Business Facility or a Manufacturing Plant as defined in the JDA Statuteand that the Premises shall not be used
by a mercantile or service establishment selling goods or services directly to
the general public.  (h)The
Tenant agrees that should JDA as a result of the occurrence of an event, with
respect to Tenant only, described in Section 9.18 or in Article XI of
theLoan and Use Agreement
executed and delivered by Landlord on March 12, 1999 in connection with
the JDA Loan, increase the rate of interest to Landlord on the JDA Loan, the
base rent reserved herein shall be raised dollar for dollar to reflect the increased
interest expense actually incurred unless modified or waived by JDA provided,
however, that such rent increase shall be effective only for so
long as the event giving rise to the increase is unremedied Landlord is
required by JDA topay such increased interest.  Landlord authorizes Tenant to negotiate
directly with JDA in connection with any proposed increase and to seek a
modification or waiver of this provision with JDA.  2.Except
as above provided, all the terms and provisions of the Sublease remain in full
force and effect.  LANDLORD:
  TENANT:WILLIAMS ROAD HOLDINGS,
  LLC
  SILIPOS INC.By:
  /s/ Kenneth M.
  Franasiak
  
  By:
  /s/ Joel E. BickellKenneth M. Franasiak,
  President
  
  Joel E. Bickell,
  Chairman/CEO  5


SUBLEASE  This sublease
(this Lease) is entered into as of May 21, 1998, by and between CALAMAR
ENTERPRISES, INC. on behalf of a Limited Liability Company to be formed, (the Landlord),
and SILIPOS INC., a Delaware corporation having an address at 366 Madison
Avenue, Suite 1616, New York, New York 10017 (the Tenant).  RECITALS  WHEREAS, Landlord
and Tenant desire that Landlord construct a medical products manufacturing and
distribution facility for sublease to Tenant; and  WHEREAS, Landlord
intends to enter into as lessee, an Agency Lease with Niagara County Industrial
Development Agency with respect to such facility; and  WHEREAS, Landlord
and Tenant desire to set forth the terms on which such manufacturing and
distribution facility will be constructed and subleased to the Tenant, all as
more fully set forth herein.  NOW, THEREFORE, in
consideration of the mutual covenants herein set forth, the Landlord and the
Tenant do hereby agree to the terms and conditions set forth in this lease.  1.1Definitions.
 The following terms, have the meaning
indicated or referred to below.  Additional Rent
means all charges payable by the Tenant pursuant to this Lease other than
Annual Fixed Rent, including without implied limitation, the Tenants Tax
Expense as provided in Section 3.2; the Tenants Operating Expenses in
accordance with Section 3.3; amounts payable for Additional services
pursuant to Section 3.5.  Agency mean the
Niagara County Industrial Development Agency, a New York public benefit
corporation located at 2055 Niagara Falls Boulevard, Niagara Falls, New York
14304.  Agency Lease
means that Agency Lease Agreement to be entered into between the Agency and the
Landlord with respect to the Premises and/or Property.  Annual Fixed Rent
means the applicable annual rent for the Initial Term and any Extension Term as
set forth in Exhibit A attached to and made a part hereof.  Building means a
building to be constructed by Landlord of not less than 35,000 square feet of
gross building area with the amount of rentable square feet to be calculated in
accordance with the construction Standards set forth in Exhibit B attached
to and made a part hereof.


Commencement Date
has the meaning set forth in Section 2.2.  Consulting
Engineer means Nussbaumer & Clarke, Inc. or any other consulting
engineer retained by Tenant upon prior notice to Landlord, at Tenants sole
cost and expense.  Consumer Price
Index means the Consumer Price Index, for all Urban Consumers (CPI-U, All
Cities Index, 1982-84 base year), prepared by the United States
Department of Labor Bureau of Labor Statistics, and in the event such index is
not in existence when any determinations using it are to be made, or the basis
for calculating such index shall have been changed, the most equivalent index
published by the United States Bureau of Labor Statistics or by any successor
governmental agency or if none is published by such agency, then the most
equivalent index as may then be published by a non-governmental agency as in
each case reasonably selected by the Landlord with the approval of the Tenant
not to be unreasonably withheld or delayed.  Extension Term
means the applicable term for which the Lease may be extended pursuant to the
Extension Options set forth in Section 2.3.  External Causes
means (i) Acts of God, war, civil commotion, fire, flood or other
casualty, strikes or other extraordinary labor difficulties, shortages of labor
or materials or equipment in the ordinary course of trade, government order or
regulations or other cause not reasonably within the Landlords control and not
due to the fault or neglect of the Landlord, and (ii) any act, failure to
act or neglect of the Tenant or the Tenants servants, agents, employees,
licensees or any person claiming by, through or under the Tenant, which delays
the Landlord in the performance of any act required to be performed by the
Landlord under this Lease.  Initial Term
means twenty (20) years.  Land means the
parcel of land situated in the Town of Wheatfield, Niagara County, described on
Exhibit C attached to and made a part hereof.  Landlords
Original Address has the meaning set forth in Exhibit A.  Landlords
Representations and Warranties means the representations and warranties of the
Landlord as set forth in Section 4.5.  Lease means this
sublease agreement between Landlord and Tenant.  Lease Year means
each period of one year during the Term commencing on the Commencement Date or
on any anniversary thereof.  Permitted Uses
has the meaning set forth in Section 7.1.  2


PILOT Agreement
means the agreement for payment-in-lieu of real estate taxes to be entered into
between the Agency and the Landlord with respect to the Premises.  Premises and/or Property
means collectively the Building and the Land.  Rent Commencement
Date has the meaning set forth in Section 2.2.  Tenants Original
Address has the meaning set forth in Exhibit A.  Term means the
Initial Term together with any Extension Term if extended by the Tenant
pursuant to Section 2.3 following Initial Term, whichever is applicable.  2.Premises
and Term.  2.1Premises.
 The Landlord hereby leases to the
Tenant, and the Tenant hereby leases from the Landlord, for the Term, the
Premises.  The Tenant acknowledges that, except
as expressly set forth in the Lease, there have been no representations or
warranties made by or on behalf of the Landlord with respect to the Premises.  The taking of possession of the Premises by
the Tenant shall conclusively establish that the Premises is at such time in satisfactory
condition and built In accordance with the Plans and Specifications, subject
only to punch list items as hereafter set forth and the Landlords
Representations and Warranties.  2.2Commencement
Date.  Commencement Date means the
date which is the earlier of (i) fifteen (15) days after the date the
Building is completed by Landlord in accordance with the Tenants Plans and a
Certificate of Occupancy Issued by the Town of Wheatfield, New York; or (ii) the
date on which the Tenant occupies with Landlords permission, any portion of
the Building for the conduct of its business operations.  Landlord and Tenant shall execute an Amendment
to this Lease indicating the actual Commencement and Termination Dates as soon
as ascertained.  2.3Extension
Option.  Provided that there exists
no Event of Default uncured as of the Commencement of either of the Extension
Terms, other than any which have been waived by the Landlord, the Tenant shall
have the right to extend the Term hereof for two (2) periods of five (5) years,
each of which such option to extend to be exercised by the giving of written
notice by the Tenant to the Landlord at least nine (9) months prior to the
expiration of the then current term.  Upon
the giving of such notice, this Lease and the Term hereof shall be extended,
for an additional term of five (5) years, without the necessity for the
execution of any additional documents. 
Time is of the essence in the giving of such notice.  The Extension Term shall be upon all the
terms, conditions and provisions of this Lease.  3.Rent and Other Payments.  3.1Annual
Fixed Rent.  From and after the
Commencement Date the Tenant shall pay, without notice or demand, monthly installments
of one-twelfth (1/12th) of the Annual Fixed Rent in effect and applicable to
the Premises in advance on the first day of each  3


calendar
month for each full calendar month of the Term and of the corresponding
fraction of said one-twelfth (1/12th) for any fraction of a calendar month at
the beginning or end of the Term.  The
Annual Fixed Rent applicable to the Premises during the Initial Term and any
Extension Term shall be as set forth in Exhibit A.  3.2Real
Estate Taxes.  From and after the
Commencement Date, during the Term, the Tenant shall pay, as Additional Rent,
the Tenants Tax Expenses for the Premises, in accordance with this Section 3.2.
 The terms used in this Section 3.2
are defined as follows:  (a)Tax
Year means the 12-month period beginning July 1 each year or if the
appropriate governmental tax fiscal period shall begin on any date other than July 1,
such other date.  (b)The
Tenants Tax Expenses with respect to any Tax Year means the aggregate Real
Estate Taxes on the Property with respect to that Tax Year.  (c)Real
Estate Taxes means all taxes, including any payment in lieu of taxes required
by the PILOT Agreement and special assessment of every kind and nature assessed
by any governmental authority on the applicable property.  The amount of special taxes or special or
betterment assessments to be included shall be limited to the amount of the installment
(plus any interest thereon) of such special tax or special assessment (which
shall be payable over the longest period permitted by law) required to be paid
during the Tax Year in respect of which such taxes are being determined.  There shall be excluded from such taxes all
income, estate, succession, inheritance, excess profit, franchise and transfer
taxes; provided, however, that if at any time during the Term the present
system of ad valorem lieu of the whole or any part of the ad valorem tax
on real property, there shall be assessed on the Landlord a capital levy or
other tax on the gross rents received with respect to the Property, or a
Federal, State, County, Municipal, or other local income, franchise, excise or
similar tax, assessment, levy or charge (distinct from any now in effect)
based, in whole or in part, upon any such gross rents, then any and all of such
taxes, assessments, levies or charges, to the extent so based, shall be deemed
to be included within the term Real Estate Taxes.  Payments by the
Tenant on account of the Tenants Tax Expenses shall be made by the Tenant
directly to the appropriate taxing authority as and when due, after receipt by
the Tenant of bills therefor and Tenant shall provide the Landlord with
supporting documentation within thirty (30) days thereafter confirming each
such payment.  Landlord may
either in its own discretion or upon the request of the Tenant, at any time or
times during the Term, bring a proceeding to contest or seek a refund of any
Real Estate Taxes assessed against the Premises or contest the assessed value
thereof.  Upon the election of the
Landlord not to do so, the Tenant may bring such a proceeding.  In the event such a proceeding results in a
tax or economic benefit to be recognized by the Tenant during the Term or is a
proceeding undertaken by Landlord at Tenants request, the Landlord and Tenant
will share equally the reasonable documented out-of-pocket costs of such
successful proceeding such as attorneys fees and appraisal fees.  In the event such proceeding is  4


unsuccessful, the parties
will share equally the reasonable documented cost of the appraisal only up to a
maximum cost to either party of $2,000.00.  The applicable payment of such costs will be
due within thirty (30) days after receipt of supporting documentation.  3.3Operating
Expenses.  From and after the
Commencement Date, during the Term the Tenant shall pay to the Landlord, as
Additional Rent, the cost of insurance provided by Landlord pursuant to Section 8.4.  3.4Other
Utility Charges.  During the Term the
Tenant shall pay directly to the provider of the service, all separately
metered charges for steam, heat, gas, electricity, fuel, water, sewer and other
services and utilities furnishes to the Premises.  3.5Additional
Services.  If the Tenant requests and
the Landlord elects to provide any services to the Tenant in addition to those
otherwise set forth in the Lease, the Tenant shall pay to the Landlord, as
Additional Rent, the reasonable amount billed by Landlord for such services.  Such services shall be paid for at the time
and in a fashion in which Annual Fixed Rent under this Lease is payable.  3.6No
Offsets.  Annual Fixed Rent and
Additional Rent shall be paid by the Tenant without offset, abatement or
deduction, provided, however, that nothing contained herein shall affect or
otherwise impair the ability of Tenant to enforce any final judgment or order
obtained against the Landlord as a result of any default by the Landlord under
this Lease, from such Annual Fixed Rent, Additional Rent or any monies
otherwise due Landlord under this Lease unless and for so long as enforcement
of such judgment or order is stayed pending appeal.  3.7Net
Lease.  It is understood and agreed
that this Lease Is a Net Lease and that the Annual Fixed Rent is absolutely net
to the Landlord excepting only the Landlords obligations to pay any debt
service on the Property, to perform the Landlords obligations pursuant to the
Agency Lease and to perform those obligations of the Landlord expressly set
forth in this Lease.  4.Construction
of Improvements.  Subject to the
provisions of Section 4.1 relating to change orders, Landlord shall at a
total cost not to exceed $2,770,000 plus the cost of acquiring the Land:  (a)Perform
all Property site work including, but not limited to, grading, paving, curbing,
parking, sidewalks, landscape, utilities, soils test, environmental reports,  (b)Construct
on the Property a manufacturing and distribution Building approximately 35,000
square feet, 28,000 of which shall be for manufacturing and distribution space
and the remaining 7,000 square feet for office space.  The exterior of the Building will be a
split-faced block or tilt-up concrete masonry and EIFS System finish with
expansive glass.  The building shall be
built in conformance with Landlords Design Drawings and the Tenants Plans as
both are defined in Section 4.1,  5


(c)Maintain,
or cause its general contractor to maintain, a comprehensive builders risk
insurance policy insuring the full replacement cost of the Building work until
the date that Landlord delivers possession of the Premises to Tenant in
accordance with Section 2.2, and  (d)Landlord
shall assign or cause to be assigned to Tenant as of the Commencement Date, all
warranties from other vendors including without limitation, warranties for
roofing, HVAC, fixtures and other building materials and shall deliver to
Tenant all warranty documentation with respect thereto.  4.1Drawings.
 Promptly after the date of this Lease,
Landlord shall submit to Tenant for review by the Consulting Engineer a copy of
Landlords schematic design drawing for the Building (Landlords Design
Drawings) and for the site grading and utility Plans for the property,
prepared by an architect licensed in the State of New York selected by Landlord,
which shall designate the location of major mechanical systems and shall
contain renderings and exterior elevation of the Building, together with a site
plan showing the location of all of the improvements to be located within the
Property.  The Consulting Engineer shall
give Landlord written notice of its approval or give written notice of its
specific objections within-five (5) days after receipt of Landlords
Design Drawings.  If the Consulting Engineer
does not respond within said five (5) days, then Landlord may send a
second notice requesting such approval, and if the Consulting Engineer does not
respond within five (5) days from said second notice, then Landlords
Design Drawings shall be deemed approved by the Consulting Engineer.  If the Consulting Engineer delivers written notice
of objection to Landlords Design Drawings, Landlord and the Consulting
Engineer shall engage in a good faith effort to resolve the objection.  Within forty-five (45) days after Landlords
receipt of the Development Approvals Notice (defined in paragraph 4.2) Landlord
shall submit to the Consulting Engineer a copy of detailed plans and
specifications, prepared and stamped by an architect selected by Landlord and
licensed in the State of New York, for the construction of the Building and
sidewalks and landscaping adjacent to the Building, together with detailed plans
and specifications for site grading and utility plans and for all improvements
to be located within the Property (such plans and specifications being
hereinafter called Tenants Plans).  Tenants
Plans shall be consistent with the approved Landlords Design Drawings, and
shall be attached hereto and incorporated herein as Exhibit D.  Tenants Plans shall be subject to the prior
approval of the Consulting Engineer, which approval shall not be unreasonably
withheld or delayed.  The Consulting
Engineer shall give Landlord written notice of its approval or give written
notice of its specific objections within eight (8) days after receipt of
Tenants Plans.  If the Consulting
Engineer does not respond within said eight (8) days then Landlord may
send a second notice requesting such approval, and if the Consulting Engineer does
not respond within five (5) days from said second notice then Tenants
Plans shall be deemed approved by the Consulting Engineer.  If the Consulting Engineer delivers written notice
of objection to Tenants Plans, Landlord and the Consulting Engineer shall
engage in a good faith effort to resolve the objection.  After Tenants Plans have been approved by the
parties, the Tenants Plans shall not be changed or modified in any manner by
Landlord or Landlords general contractor (a) without the prior approval
and consent of the Consulting  6


Engineer, which
approval shall not be unreasonably withheld if the requested change does not
alter the character or quality of the Building and does not increase the cost ofthe
Building or (b) except pursuant to a written change order executed by
Landlord or Landlords Contractor and Tenant (Approved Change Order)
with any additional cost to be paid by Tenant if so provided in such change
order.  To the extent Tenant is required
to pay for any additional cost pursuant to an Approved Change Order, Landlord
shall provide Tenant with an AIA Form requisition for payment properly
completed and signed by Landlords architect for Tenants payment obligation
upon completion of the work described in such Approved Change Order, and Tenant
shall deliver payment to Landlord within thirty (30) days of Tenants receipt
thereof.  4.2Permit
Date. Landlord shall with due diligence from and after Tenants Plans and
Specifications have been approved by both Landlord and Tenant, be responsible
for obtaining all zoning, zoning variances, development plan, site plan and
right to build approvals necessary for the construction of the Building.  If zoning, zoning variances, development plan
or right to build approvals are necessary, Landlord shall with due diligence from
and after the date of this Lease, apply for and obtain such approvals. When all
necessary zoning, zoning variances, development plans and right to build
approvals have been obtained, Landlord without delay shall provide written
notice to Tenant (the Development Approvals Notice), In addition, Landlord
shall be responsible for obtaining the building permit for the construction of
the Building, and Landlord shall with due diligence from and after Tenants Plans
and Specifications have been approved by both Landlord and Tenant, apply for
and seek to obtain the issuance of the building permit. Upon obtaining the
building permit, Landlord without delay shall provide written notice to Tenant.
 The day on which the last necessary governmental
license, permit, certification and approval Is obtained to enable construction
of the Building is referred to herein as the Permit Date.  4.3Completion
and Acceptance.  Landlord shall in
good faith use its best efforts to complete construction of all Improvements by
January 31, 1999 and to provide sixty (60) days prior notice to Tenant,
but in no event less than thirty (30) days prior notice to Tenant of the date
Landlord expects to complete Landlords Building.  Upon substantial completion of Landlords
Building, Tenant shall place and install in the Building, Tenants Trade
Fixtures.  The Property shall be treated
as having been substantially completed when the work described in the final
Tenants Plans has been substantially completed in accordance with the Tenants
Plans except for minor items of work and minor adjustments which shall be the
subject of a punch list as provided below, provided that the status of such
Items does not materially interfere with the Tenants proposed use of the
Premises, and the issuance of a Certificate of Occupancy to the Landlord and delivery
of same to the Tenant.  Landlords construction
shall be performed in a good and workmanlike manner and in compliance with all
applicable ordinances, orders, rules, regulations and requirements of duly
constituted public authorities.  Tenant
and the Consulting Engineer shall, within Sixty (60) days after Tenant takes
possession of the Building for Installation of Tenants Trade Fixtures, provide
to Landlord a punch list identifying all items of which Landlord failed to
perform in accordance with Tenants Plans, and Landlord shall promptly complete
all items which are reasonably  7


identified on such punch
list.  Notwithstanding any of the
foregoing, payment of Annual Fixed Rent and Additional Rent shall commence as
provided in Section 2.2.  4.4Tenants
Right to Inspect Construction.  Tenant
and the Consulting Engineer shall have access to the Premises and Building at
all times during the performance of Landlords work and shall be permitted to
inspect Landlords work, but shall not Interfere with, delay, interrupt, stop
or correct any such work at the site.  In
the event the Consulting Engineer believes that any of the work is not in
accordance with the Landlords Design Drawings or the Tenants Plans, the
Consulting Engineer shall provide written notice to the Landlord within
twenty-four (24) hours setting forth in detail such deficiencies.  The Landlord shall then promptly meet with
Landlords duly licensed independent professional architect and the Consulting
Engineer to review the alleged deficiencies and take any corrective action as
such architect shall reasonably determine in good faith exercise of its
independent professional judgment.  4.5Landlords
Representations and Warranties.  To
induce the Tenant to enter into this Lease, Landlord represents and warrants to
the Tenant as follows:  (a)Upon
purchase of the Land, Landlord or the Agency will have marketable or insurable
fee title to the Premises free and clear of all liens, encumbrances and restrictions
other than the lien of mortgages granted by the Landlord in connection with financing
the purchase of the Land and/or construction of the Building and restrictions
and utility easements of record that will not impair the intended beneficial use
and occupancy of the Premises by the Tenant under this Lease;  (b)The
Premises as of the Commencement Date will be in compliance with all applicable
federal, state and local building codes and zoning laws and environmental laws
and regulations, including laws and regulations relating to wetlands, and there
has not occurred at the Premises any release of Hazardous Materials or
Hazardous Substances as defined in Section 7.3(a); and  (c)Except
for matters expressly covered by any express third party warranty described in Section 4(d),
Landlord warrants and shall cause its contractor to warrant for a period of one
(1) year from the Commencement Date, that the Premises and Building have
been built in accordance with the Landlords Design Drawings and the Tenants
Plans and are free from defects in materials and workmanship.  5.Alterations.  5.1The
Tenant shall not make alterations or additions to the Building except with the
prior approval of the Landlord, which approval shall not be unreasonably
withheld or delayed.  The Landlord shall
not be deemed unreasonable for withholding approval of any alterations or
additions which (i) involve or might materially alter any structural or
exterior element of the Building or any area or element of the Property, (ii) will
require unusual expense to readapt the Property to normal use unless the Tenant
first gives assurance  8


acceptable to the
Landlord that such readaptation will be made prior to such termination without
expense to the Landlord, or (iii) which would not be compatible with
existing mechanical or electrical, plumbing, HVAC or other systems in the
Building, in each case, as reasonably determined by the Landlord.  5.2Ownership
of Alterations.  All alterations and
additions which are permanently affixed to the Building and cannot be removed
without causing substantial structural damage, shall be part of the Building
and owned by the Landlord.  All other
alterations and additions may be removed by the Tenant within its discretion at
Tenants expense and Tenant shall repair any damage caused by such removal.  5.3Construction
Requirements for Alterations.  All
construction work by the Tenant shall be done in a good and workmanlike manner
employing only first class materials and in compliance with all applicable laws
and all lawful ordinances, regulations and orders of Governmental authority and
insurers of the Property.  The Landlord
or Landlords authorized agent may (but without any implied obligation to do
so) inspect the work of the Tenant at reasonable times and shall give notice of
observed defect.  All of the Tenants
alterations and additions and installation of furnishings shall be coordinated
with any work being performed by the Landlord and in such manner as to maintain
harmonious labor relations and not to damage the Building or interfere with
Building construction or operation and, except Installation of furnishings,
shall be performed by the Landlords general contractor or by contractors or
workmen first approved by the Landlord, which approval the Landlord agrees not
to unreasonably withhold or delay.  The
Tenant, before starting any work, shall receive and comply with Landlords
reasonable construction rules and regulations and shall cause Tenants
contractor(s) to comply therewith, shall secure all licenses and permits
necessary therefor and shall deliver to the Landlord a statement of the names
of all its contractors and subcontractors and the estimated cost of all labor
and material to be furnished by them and in any case where the estimated cost
of construction will exceed $500,000, shall furnish security reasonably
satisfactory to the Landlord protecting the Landlord against liens arising out
of the furnishing of such labor and material; and cause each contractor to
carry workers compensation insurance in statutory amounts covering all the
contractors and subcontractors employees and comprehensive general public
liability insurance with aggregate limits of not less than $3,000,000 or as the
Agency may reasonably require, covering personal Injury and death and property
damage (all such insurance to be written in companies approved reasonably by
the Landlord and insuring the Landlord, such individuals and entities
affiliated with the Landlord as the Landlord may designate, and the Tenant as
well as the contractors and to contain a requirement for at least thirty (30)
days notice to the Landlord prior to cancellation, non-renewal or material
change, and to deliver to the Landlord certificates of all such insurance.  5.4Payment
for Tenant Alterations.  The Tenant
agrees to pay promptly when due the entire cost of any work done on the
Premises by the Tenant, its agents, employees Independent contractors performed
or furnished in connection therewith so as not to allow any mechanics lien to
attach to the to the Building or the Property and promptly to discharge any
such liens which may so attach.  If any
such lien shall be filed against the Building or the  9


Property and the Tenant
shall fail to cause such lien to be discharged within ten (10) days after
the filing thereof, the Landlord may cause such lien to be discharged by
payment, bond or otherwise, without investigation as to the validity thereof or
as to any offsets or defenses which the Tenant may have with respect to the
amount claimed.  The Tenant shall
reimburse the Landlord, as Additional Rent, for any cost so incurred and shall
indemnify and hold harmless the Landlord from and against any and all claims,
costs, damages, liabilities and expenses (including reasonable attorneys fees)
which may be incurred or suffered by the Landlord by reason of any such lien or
its discharge.  6.Maintenance
Repairs and Replacements.  6.1Landlords
Responsibilities.  Except as set
forth in Section 6.2, Landlord shall at its sole cost and expense, make
such repairs and replacements to (a) the major structural components of
the Building including all exterior walls and floor slabs, but excluding the
exterior of the roof and roof deck, (b) the components of the water,
sewer, gas and electrical systems leading to the Building including mains,
laterals and transformers, (c) the parking lot and (d) the exterior
lighting fixtures (but not bulbs, which shall be the Tenants responsibility)
located on the Premises, all as may be necessary to keep and maintain the same in
serviceable condition during the Term, unless and to the extent that such
repair or replacement is necessitated by the negligent or intentional act of
the Tenant, its employees, servants or agents, in which case the Tenant shall
pay the reasonable documented cost thereof.  6.2Tenants
Responsibilities.  Tenant shall at
its sole cost and expense:  (a)keep
the Premises neat and clean,  (b)maintain
and make all repairs and replacements to (i) the exterior of the roof and
roof deck, (ii) all non-structural components of the Building and (iii) the
plumbing, heating, air conditioning, electrical and sprinkler systems (if any)
located on and within the Building,  (c)arrange
for all ordinary repairs and maintenance (but not replacements or repaving
since same are the responsibility of the Landlord) to the parking lot, including
striping, minor patching, sealing and snowplowing, and  (d)arrange
for all lawn and shrubbery care and replacement as needed and garbage removal,  as in the reasonable
judgment of the Landlord is necessary to keep the same in good appearance,
order and repair during the Term, except for the Landlords Responsibilities in
Section 6.1 and further excepting those repairs for which the Landlord is
responsible by reason of fire or other casualty and as a consequence of the
exercise of the power of eminent domain and shall surrender the Property and
all alterations and additions thereto not removed by Tenant pursuant to Section 5.2,
at the end of the Term, in such condition, first removing all goods, fixtures
and effects of the Tenant and, to the extent specified by the Landlord by
notice  10


to the Tenant, all
alterations and additions made by the Tenant and repairing any damage caused by
such removal and restoring the Property and leaving them clear and neat.  The Tenant shall not permit or commit any
waste and shall be responsible for repairs which may be necessary by reason of
damages caused by the Tenant or any of the contractors, suppliers, or invitees
of the Tenant.  6.3Delays
in landlords Services.  The Landlord
shall not be liable to the Tenant for any compensation or reduction of rent by
reason of inconvenience or annoyance or for loss of business arising from the
necessity of the Landlord or its agents entering the property for any purposes
authorized in this Lease, or for repairing the Property or any portion of the
Building, excepting that caused by Landlords (or Landlords servants, agents,
or employees) negligent or intentional acts. 
In case the Landlord is prevented or delayed from making any repairs,
alterations or improvements, or furnishing any services or performing any other
covenant or duty to be performed on the Landlords part, by reason of any
External Cause, the Landlord shall not be liable to the Tenant therefor, nor,
except as expressly otherwise provided in this Lease, or except as the same may
be caused by Landlords (or  Landlords
servants, agents, or employees) negligent or intentional acts, shall the Tenant
be entitled to any abatement or reduction of rent by reason thereof, nor shall
the same give rise to a claim in the Tenants favor that such failure
constitutes actual or constructive, total or partial, eviction from the
Premises.  The Landlord
reserves the right to stop any service or utility system when necessary by
reason of accident or emergency, until necessary repairs have been completed,
provided, however, that in each instance of stoppage, the Landlord shall
exercise reasonable diligence to eliminate the cause thereof.  Except in case of emergency repairs, the
Landlord will give the Tenant reasonable prior notice and reasonable
opportunity to avoid unnecessary inconvenience to the Tenant by reason thereof.  In no event shall the Landlord have any
liability to the Tenant for the unavailability of heat, light or any utility or
service to be provided by the Landlord to the extent that such unavailability
is caused by External Causes.  7.Tenant
Covenants.  The Tenant covenants
during the Term and for such further time as the Tenant occupies any part of
the Property:  7.1Permitted
Uses.  The Tenant shall occupy the
Property for Manufacturing and Distribution with office use incidental thereto
and any such other use as Landlord and Tenant may agree to in writing from
time-to-time, but no other use.  The
Tenant shall comply with all requirements of public authorities and of the
Board of Fire Underwriters in connection with methods of storage, use and
disposal of Tenants equipment and inventory. 
The Tenant shall not permit in the Property any activity that
constitutes a nuisance as determined by principles of law, or the emission from
the Property of any noise, odor, or vibration in excess of limits allowed by
applicable federal, state or local law, without in each case receiving an
appropriate permit therefor, nor use or devote the Premises or any part thereof
for any purpose which is contrary to law or ordinance or liable to invalidate
or Increase premiums for any insurance on the Building or Its contents or
liable to render necessary any alteration or addition to the Building, nor
commit or permit any waste in or with respect to the Property.  11


7.2Laws,
and Regulations.  The Tenant shall
comply with all federal, state and local laws, regulations, ordinances,
executive orders and similar requirements in effect from time to time
applicable to its use and occupancy of the Property except as to any federal,
state and local laws, regulations, ordinances, executive orders or similar
requirements, the enforcement of which Tenant is contesting by appropriate
proceedings diligently conducted and pursued, provided Tenant has not been
enjoined from contesting same, the failure to so comply does not result in the
creation or continuation of any activity that constitutes a nuisance as
determined by principles of law and Tenant has provided reasonable prior notice
to the Landlord of its intent to contest the foregoing with reasonable notice
thereafter of the progress of such contest.  7.3Hazardous
Materials.  (a)For
purposes of this Lease, Hazardous Materials means any explosives, radioactive
materials, hazardous wastes, or hazardous substances, including without
limitation substances defined as hazardous substances in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended 42 U.S.C. 9601-9657;
the Hazardous Materials Transportation Act of 1975, 449 U.S.C. 1801-1812;
the Resource Conservation and Recovery Act of 1976, 42
U.S.C. 6901-6987; or any other federal, state or local statute, law,
ordinance, code, rule, regulation, order, or decree regulating, relating to, or
imposing liability or standards of conduct concerning hazardous materials, waste,
including infectious waste, or substances now or at any time hereafter in
effect (collectively, Hazardous Materials Laws).  (b)Tenant
will not cause or permit the storage, use, generation, or disposition of any
Hazardous Materials in, on, or about the Property or the Building by Tenant, its
agents, employees, or contractors, except in accordance with applicable
federal, state or local laws or regulations.  Tenant will not permit the Property to be used
or operated in a manner that may cause the Property or the Building to be
contaminated by any Hazardous Materials in violation of any Hazardous Materials
Laws.  Tenant will immediately advise Landlord
in writing of (i) any and all enforcement, cleanup, remedial, removal, or
other governmental or regulatory actions instituted, completed, or threatened
pursuant to any Hazardous Materials laws relating to any Hazardous Materials
affecting the Property; and (ii) all claims made or threatened by any
third party against Tenant, Landlord, or the Property relating to damage,
contribution, cost recovery, compensation, loss or Injury resulting from any
Hazardous Materials on or about the Property. 
Without Landlords prior written consent, which consent will not be unreasonably
withheld or delayed, Tenant will not take any remedial action or enter into any
agreements or settlements in response to the presence of any Hazardous
materials in, on or about the Property.  (c)Tenant
agrees, at its sole cost and expense, to comply with all federal, state and
local laws in connection with the disposal of Infectious Waste.  Infectious Waste shall be segregated into
plastic bags which are impervious to moisture and have a strength sufficient to
preclude ripping, tearing, or bursting under normal conditions of usage  12


and of handling.  Each exterior bag shall be red in color.  Sharps (needles, syringes and scalpels) shall
be contained in disposable, rigid, puncture proof containers which are taped
closed or tightly lidded to preclude loss of contents and clearly labeled SHARPS.  As used herein,
the term Infectious Waste shall include: (1) wastes deemed infectious by
the generator; (2) cultures and stocks of infectious agents, including
specimen cultures, wastes from the production of biologicals and discarded live
vaccines; (3) laboratory wastes; (4) pathological wastes; (5) animal
carcasses; (6) human and animal blood specimens or products; (7) patient
wastes such as bandages and disposable gowns; (8) sharp wastes; and (9) any
material generated by research facilities 
pertaining to the production or testing of biological agents.  (d)Tenant
will be solely responsible for and will defend, indemnify and hold Landlord,
its agents, and employees harmless from and against all claims, costs and
liabilities, including reasonable attorneys fees and costs, arising out of or
in connection with Tenants breach of its obligations in this Section 7.3.  Tenant will be solely responsible for and
will defend, indemnify, and hold Landlord, its agents, and employees harmless
from and against any and all claims, costs, and liabilities, including
reasonable attorneys fees and costs, arising out of or in connection with the
removal, cleanup, and restoration work and materials necessary to return the
Property and any other property of whatever nature located on the Building to
their condition existing prior to the appearance of Tenants Hazardous
Materials or Infectious Waste on the Property. 
Tenants obligations under this Section 7.3 will survive the
expiration or other termination of this Lease.  7.4Safety
Compliance.  The Tenant shall keep
the Property equipped with all safety appliances required by law or ordinance
or any other regulations of any public authority because of any use made by the
Tenant and to procure all licenses and permits so required because of such use
and, if requested by the Landlord, do any work so required by any such law,
ordinance or regulation, because of such use, it being understood that the foregoing
provisions shall not be construed to broaden in any way the Tenants Permitted Uses.  7.5Landlords
Entry.  The Landlord and its agents
shall have the right, but not the duty, upon reasonable prior notice to the
Tenant and only when accompanied by a representative of Tenant, except in cases
of emergency when prior notice cannot reasonably be given, to inspect the
property at anytime to determine whether the Tenant is complying with the Terms
of this Lease and to enter the Property at all reasonable hours for the purpose
of inspecting, or to fulfill any Landlord obligation and to show the Property
to prospective purchasers and mortgagees.  7.6Floor
Load.  The Tenant shall not place a
load upon any floor in the Property exceeding the floor load per square foot of
area which such floor was designed to carry and which is allowed by law; and
not move any safe, vault or other heavy equipment in, about or out of the
Property except in such manner and at such time as the Landlord shall in each
instance reasonably authorize consistent with the foregoing.  The Tenants machines  13


and mechanical equipment
shall be placed and maintained by the Tenant at the Tenants expense in
settings sufficient to absorb or prevent vibration or noise that may be
transmitted to the Building structure or to any other space in the Building.  7.7Personal
Property Tax.  The Tenant shall pay
promptly when due all taxes which may be imposed upon personal property
(including, without limitation, fixtures and equipment) in the Premises to
whomever assessed other than taxes contested by appropriate proceedings
diligently conducted and pursued and of which proceedings Landlord is given
prior notice and reasonable notice thereafter of the progress thereof.  7.8Assignment
and Subleases.  Except as otherwise
provided herein, the Tenant shall not assign, mortgage, pledge, hypothecate or
otherwise transfer this Lease voluntarily or by operation of law, or sublet
(which term without limitation, shall include granting of concessions, licenses
and the like) the whole or any part of the Premises without in each instance,
having first received the consent of the Landlord which consent shall not be unreasonably
withheld or delayed.  Any assignment or
sublease made without such consent shall be void.  Whether or not the Landlord consents to any
assignment or subletting, the Tenant named herein shall remain fully and
primarily liable for the obligations of the tenant hereunder, including,
without limitation, the obligation to pay Annual Fixed Rent and Additional Rent
provided under this Lease.  The Tenant
shall give the Landlord notice of any proposed sublease or assignment,
specifying the provisions of the proposed subletting or assignment, including (i) the
name and address of the proposed subtenant or assignee, (ii) the subtenants or
assignees most recent annual financial statement, (iii) all of the terms and
provisions upon which the proposed subletting or assignment is to be made and
such other information concerning the proposed subtenant or assignee as the
Tenant has obtained in connection with the proposed subletting or assignment.  The Tenant shall reimburse the Landlord
promptly for reasonable legal and other expenses incurred by the Landlord in connection
with any request by the Tenant for consent to any assignment or subletting.  If this Lease is assigned, or if the Premises
or any part thereof is sublet or occupied by anyone other than the Tenant, the Landlord
may, at any time and from time to time, collect rent and other charges from the
assignee, sublessee or occupant and apply the net amount collected to the rent
and other charges herein reserved, but no such assignment, subletting,
occupancy or collection shall be deemed a waiver of the prohibition contained
in this Section 7.8 or the acceptance of the assignee, sublessee or
occupant as a tenant, or a release of covenants on the part of the Tenant
herein contained (Tenants liability to be primary, joint and several with
assignee or subtenant).  The consent by
the Landlord to an assignment or subletting shall not be construed to relieve
the Tenant from obtaining the express consent in writing of the Landlord to any
further assignment or subletting.  The Landlord shall
not be deemed to be unreasonable in withholding itsconsent to any proposed assignment or subletting by the
Tenant based on any of the following factors:  (a)The
business of the proposed occupant is not consistent with the use that Landlord
desires for the Property.  14


(b)The
proposed occupant would occupy less than all of the Tenants space.  (c)The
Tenant shall pay to the Landlord Fifty percent (50%) of the amount the Tenant
receives from any subtenant or assignee as rent, additional rent or other form
of compensation or reimbursement in excess of (i) the Annual Fixed Rent,
Additional Rent and other monies otherwise due to the Landlord pursuant to this
Lease (allocable in the case of at sublease to that portion of the Premises
being subleased), and (ii) any reasonable expenses incurred and paid by
the Tenant in connection with such sublease or assignment such as brokerage
commissions, fees for legal services and expenses of preparing the Premises for
occupancy by such subtenant or assignee.  Notwithstanding
anything contained herein to the contrary, Tenant may assign this Lease or
sublet all or any portion of the Premises to any entity affiliated with Tenant
such as a parent, subsidiary, brother-sister entity, an entity of which the
voting control is owned by Joel E. Bickell, Peter Bickel and/or Robert Gould
and to any successor entity to Tenant by merger or consolidation, provided,
however, that Tenant shall provide prior written notice to Landlord accompanied
by the information required to be provided to Landlord in the beginning of this
Section 7.8 and Tenant shall remain jointly and severally and primarily
liable with any assignee or subtenant under this Lease.  8.Indemnity
and Insurance.  8.1Indemnity.  To the maximum extent this agreement may be
made effective according to law, the Tenant agrees to indemnify and save
harmless the Landlord from and against all claims of whatever nature arising
from any act, omission or negligence of the Tenant, or the Tenants
contractors, licensees, invitees, agents, servants or employees, or arising
from any accident, injury or damage whatsoever caused to any person or
property, occurring after the date that possession of the Property is first
delivered to the Tenant and until the end of the Term and thereafter, so long
as the Tenant is in occupancy of any part of the Property, in or about the
Property except to the extent any such claim is due to the act or neglect of
the Landlord, its contractors, licensees, invitees, agents, servants or
employees.  This indemnity and hold
harmless agreement shall include indemnity against reasonable attorneys fees
and all other reasonable costs, expenses and liabilities incurred or in
connection with any such claim or proceeding brought thereon, and the defense
thereof.  To the maximum
extent this agreement may be made effective according to law, the Landlord
agrees to indemnify and save harmless the Tenant from and against all claims of
whatever nature arising from any act, omission or negligence of the Landlord,
or the Landlords contractors, licensees, invitees, agents, servants or
employees, or arising from any accident, injury or damage whatsoever caused to
any person or property, occurring after the date that possession of the
Property is first delivered to the Tenant and until the end of the Term and
thereafter, so long as the Tenant is in occupancy of any part of the Property,
in or about the Property, except to the extent any such claim is due to the act
or neglect of the  15


Tenant, its contractors,
licensees, invitees, agents, servants or employees.  This indemnity and hold harmless agreement
shall include indemnity against reasonable attorneys fees and all other
reasonable costs, expenses and liabilities incurred or in connection with any
such claim or proceeding brought thereon, and the defense thereof.  8.2Liability
Insurance.  The Tenant agrees to
maintain in full force from the date upon which the Tenant first enters the
Premises for any reason, throughout the Term, and thereafter, so long as the
Tenant is in occupancy of any part of the Premises, a policy of comprehensive
general liability insurance under which the Landlord ( and any individuals or
entities affiliated with the Landlord, and any holder of a mortgage on the
property of whom the Tenant is notified by the Landlord ) is named as insured,
and under which the insurer provides a contractual liability endorsement
insuring against all cost, expense and liability arising out of or based upon
any and all claims, accidents, injuries and damages for which the Landlord is
entitled to indemnity under Section 8.1, in the broadest form of such coverage
from time to time available.  Each policy
shall be noncancellable and nonamendable (to the extent that any proposed
amendment reduces the limits or the scope of the insurance required in this
lease ) with respect to the Landlord and mortgagees without thirty (30) days
prior notice to the Landlord and mortgagees and at the election of the
Landlord, either a certificate of insurance or a duplicate original policy
shall be delivered to the Landlord.  The
minimum limits of liability of such insurance as of the Commencement Date shall
be Three Million Dollars ($3,000,000.00) for combined bodily injury or death
and damage to property (per occurrence) or such other limits as are required by
the Agency under the Agency Lease, and from time to time during the Term such
limits of liability shall be increased to reflect such higher limits as are
appropriate for such risks at that time and subject to then current market
conditions for such insurance.  8.3Personal
Property Risk.  The Tenant agrees
that all of the furnishings, fixtures, equipment, effects and property of every
kind, nature and description of the Tenant and of all persons claiming by,
through or under the Tenant which, during the continuance of this Lease or any
occupancy of the Premises by the Tenant or anyone claiming under the Tenant,
may be on the Property shall be at the sole risk and hazard of the Tenant and
if the whole or any part thereof shall be damaged by fire, water or otherwise,
or by leakage or bursting of water pipes, steam pipes, or other pipes, by theft
or any other cause, no part of said loss or damage is to be charged to or be
borne by the Landlord, except that the Landlord shall in no event be exonerated
from any liability to the Tenant or to any person, for any injury, loss, damage
or liability to the extent such exoneration is prohibited by law.  8.4Landlords
Insurance.  The Landlord shall carry
such casualty and liability insurance upon and with respect to the Property as
may from time to time be deemed reasonably prudent by the Landlord or required
by any mortgagee holding a mortgagethereon
and in any event, insurance against loss by fire and all risks including loss
of rents, now covered by extended coverage for the full replacement cost of the
Property or in any greater amount the Landlords mortgagee deems reasonable and
appropriate.  Notwithstanding the
foregoing, Landlord shall provide a description and the anticipated premium
cost to Tenant before each policy is purchased or renewed.  Tenant shall have the right at any time or
times  16


during the Term to obtain
competitive quotes from other insurance companies of comparable standing to
those proposed by the Landlord and acceptable to the Agency and Landlords
mortgagee and the Landlord may elect to match the competitive quotes obtained
by Tenant and if Landlord does not do so, Tenant may at its option select one
or more insurance companies issuing such competitive quotes, with the consent
of the Landlord, which consent will not be unreasonably withheld or delayed.  8.5Waiver
of Subrogation.  Any insurance
carried by either party with respect to the Building, Premises, or any property
therein or occurrences thereon shall, without further request by either party,
if it can be so without additional premium, or with an additional premium which
the other party elects to pay, include a clause or endorsement denying to the
insurer rights of subrogation against the other party to the extent rights have
been waived by the insured prior to occurrence of injury or loss.  Each party, notwithstanding any provisions of
this Lease to the contrary, hereby waives any rights of recovery against the other
for injury or loss, including, without limitation, injury or loss caused by
negligence of such other party, due to hazards covered by insurance containing
such clause or endorsement to the extent of such insurance coverage.  9.Casualty
and Eminent Domain.  9.1Restoration
Following Partial Damage.  If, during
the Term, the Building or Premises shall be partially damaged by fire or
casualty, subject to the exceptions and limitations provided below, the
Landlord shall repair or restore the Building or Premises within ninety (90)
days thereafter, to substantially the condition thereof immediately prior to
such damage, but the Landlord shall not be responsible for delay in such repair
or restoration due to External Causes.  Tenants
liability for Annual Fixed Rent and Additional Rent and other charges shall
abate as of the date of such casualty in a proportion equal to the portion of
the Premises damaged.  If the cost to
repair or restore the Building exceeds $300,000, the Landlord shall have no
obligation to expend in the repair or reconstruction of the Building more than
the actual amount of the insurance proceeds made available to the Landlord by
its insurer and not retained by the Landlords mortgagee.  Landlord shall make diligent good faith efforts
to promptly file an appropriate claim for such insurance proceeds and obtain
the consent of the Landlords mortgagee thereto.  Any repair or restoration of the Building or
the Premises shall be altered to the extent necessary to comply with then
current laws and applicable codes.  9.2Restoration
or Termination Following Total damage or Destruction.  In the event the Premises are damaged or
destroyed by fire or other casualty:  (a)during
the last eighteen (18) months of the Initial Term (provided Tenant has not
elected to extend the Term pursuant to Section 2.3 prior to the date of
said damage or destruction or any Extended Term); or  (b)such
that the Premises are totally destroyed or are rendered substantially or wholly
untenantable; or  17


(c)such
that more than fifty percent (50%) of the Premises are damaged or destroyed and
cannot be repaired with reasonable diligence so as to be fit for occupancy
within two hundred (200) days following the date of such casualty; or  (d)after
filing an appropriate claim, the Landlord has reasonably determined there are
not or will not be sufficient insurance proceeds to cover not less than ninety
percent (90%) of the cost of repairing or restoring the Building or Premises or
the Landlords mortgagee of the Property will not release such insurance
proceeds to Landlord for any reason other than the existence of an event of
default due to Landlords non-performance under the mortgage, and has so
notified the Tenant within ninety (90) days following the date of such casualty,  then and in any
such event, Landlord or Tenant may elect, by written notice delivered to the
other party within thirty (30) days following the date of such casualty upon
the occurrence of an event described in paragraphs (a), (b) or (c) above
or within thirty (30) days after the notification from the Landlord to Tenant
under paragraph (d) above, to terminate this Lease, in which event this
Lease shall terminate as of the date of such casualty as if such date was the
date specified herein for expiration of the Term hereof.  In the event
neither Landlord nor Tenant elects to terminate this Lease as aforesaid, Landlord
shall promptly commence and diligently prosecute to completion the restoration
or reconstruction of those portions of the Premises damaged or destroyed by
such casualty, and Tenants liability for Annual Fixed Rent, Additional Rent
and other charges shall abate as of the date of such casualty in a proportion
equal to the portion of the Premises rendered substantially or wholly
untenantable by such casualty until the repair or reconstruction is completed
so as to render the Premises fit for occupancy.  In the event
Landlord fails to substantially complete the repair or reconstruction of the
Premises within two hundred (200) days following the date of such casualty such
that the Premises are ready for occupancy and resumption of Tenants business
operations, unless such failure is due to External Causes, Tenant may elect, by
written notice delivered to the Landlord within five (5) days following
expiration of said two hundred (200) day period, to terminate this Lease, in
which event this Lease shall terminate as of the date of such casualty as if
such date was the date specified herein for expiration of the Term hereof.  9.3Eminent
Domain.  Except as hereinafter
provided, if the Premises, or such portion thereof as to render the balance (if
reconstructed to the maximum extent practicable in the circumstances)
unsuitable for the Tenants purposes, shall be taken by condemnation or right
of eminent domain, the Landlord or the Tenant shall have the right to terminate
this Lease by notice to the other of its desire to do so, provided that such
notice is given not later than thirty (30) days after the effective date of
such taking.  If so much of the Building
shall be so taken that the Landlord determines that it would be appropriate to
raze or substantially alter the Building, the Landlord shall have the right to
terminate this Lease by giving notice to the  18


Tenant of the Landlords
desire to do so not later than thirty (30) days after the effective date of
such taking.  Should any part of
the Premises be so taken or condemned during the Term, and should this Lease be
not terminated in accordance with the foregoing provisions, the Landlord agrees
to use reasonable efforts to put what may remain of the Premises into proper
condition for use and occupation as nearly like the condition of the Premises
prior to such taking as shall be practicable, subject, however, to applicable
laws and codes then in existence and to the availability of sufficient proceeds
from the eminent domain taking not retained by any mortgage or ground lessor.  9.4Rent
After Casualty or Taking.  If the
Premises shall be damaged by fire or other casualty, the Annual Fixed Rent and
Additional Rent shall not abate except to the extent that the Landlord is fully
compensated therefor by any lost rent insurance maintained by Landlord at
Tenants expense pursuant to Section 8.4.  In the event of a
taking which permanently reduces the area of the Premises, a just proportion of
the Annual Fixed Rent shall be abated for the remainder of the Term.  9.5Temporary
Taking.  In the event of any taking
of the Premises other than the Building or any part thereof for a temporary use
not in excess of six (6) months which does not materially interfere with
or impair the Tenants use and occupancy of the Premises, (i) this Lease
shall be and remain unaffected thereby and Annual Fixed Rent and Additional
Rent shall not abate, and (ii) the Tenant shall be entitled to receive for
itself such portion and portions of any award made for such use with respect to
the period of the taking which is within the Term.  9.6Taking
Award.  The Landlord shall have and
hereby reserves and excepts, and the Tenant hereby grants and assigns to the
Landlord, all rights to recover for damages to the Building and the Land, and
the leasehold interest hereby created, and to compensation accrued or hereafter
to accrue by reason of such taking, damage or destruction, as aforesaid, and by
way of confirming the foregoing, the Tenant hereby grants and assigns to the Landlord,
all rights to such damages or compensation. 
Nothing contained herein shall be construed to prevent the Tenant from
prosecuting in any condemnation proceedings a claim for relocation expenses
non-permanent alterations and trade fixtures as described in Section 5.2
provided that such action shall not affect the amount of compensation otherwise
recoverable by the Landlord from the taking authority pursuant to the preceding
sentence.  10.Default.  10.1Tenants
Default.  Each of the following shall
constitute an Event of Default:  (a)Failure
on the part of the Tenant to pay the Annual Fixed Rent, Additional Rent or
other charges for which provision is made herein on or before the date on  19


which the same become due
and payable, if such condition continues for ten (10) days after the same are
due.  (b)Failure
on the part of the Tenant to perform or observe any other term or condition
contained in this Lease and/or failure to continuously occupy the Property for
a period in excess of forty-five (45) days, if the Tenant shall not cure such
failure within forty-five (45) days after notice from the Landlord to the
Tenant thereof, provided that in the case of breaches of obligations under this
Lease which are susceptible to cure but cannot be cured within forty-five (45)
days through the exercise of due diligence, so long as the Tenant commences
such cure within forty-five (45) days, such breach remains susceptible to cure,
and the Tenant diligently pursues such cure, such breach shall not be deemed to
create an Event of Default.  (c)The
taking of the estate hereby created on execution or by other process of law; or
a judicial declaration that the Tenant is bankrupt or insolvent according to
law; or any assignment of the property of the Tenant for the benefit of
creditors; or the appointment of a receiver, guardian, conservator, trustee in
bankruptcy or other similar officer to take charge of all or any substantial
part of the Tenants property by a court of competent jurisdiction; or the
filing of an involuntary petition against the Tenant under any provisions of
the bankruptcy act now or hereafter enacted; the filing by the Tenant of any
voluntary petition for relief under provisions of any bankruptcy law now or
hereafter enacted and with respect to any of the above commenced or instituted
against the Tenant, the failure of Tenant to stay or discharge same within
ninety (90) days thereafter.  If an Event of
Default shall occur, then, in any such case, whether or not the Term shall have
begun, the Landlord lawfully may, immediately or at any time thereafter, give
notice to the Tenant specifying the Event of Default and this Lease shall come
to an end on the date specified therein as fully and completely as if such date
ware the date herein originally fixed for the expiration of the Lease Term, and
the Tenant will then quit and surrender the Premises to the Landlord, but the
Tenant shall remain liable as hereinafter provided.  10.2Damages.  In the event that this Lease is terminated,
the Tenant shall pay punctually to the Landlord all the sums including, but not
limited to, Annual Fixed Rent and Additional Rent (Periodic Payments) and
perform all the obligations which the Tenant covenants in this Lease to and to perform
in the same manner and to the same extent and at the same time as if this Lease
had not been terminated.  In calculating
the amounts to be paid by the Tenant under the foregoing covenant, the Tenant
shall be credited with the net proceeds of any rent obtained by reletting the
Premises, after deducting all the Landlords expenses in connection with such
reletting, including, without limitation, all repossession costs, brokerage
commissions, reasonable fees for legal services and expenses of preparing the
Premises for such reletting.  The Tenant
shall also be entitled to credit against the last Periodic Payment which would
otherwise become due for the amount, if any, paid to the Landlord as damages
awarded to Landlord as a result of any action commenced against the Tenant to
enforce this Lease.  The Landlord may (i) relet
the Premise, or any part or parts thereof, for a  20


term or terms which may,
at the Landlords option, exceed or be equal to or less than the period which
would otherwise have constituted the balance of the Term, and may grant such
concessions and free rent as the Landlord in its reasonable commercial judgment
considers advisable or necessary to relet the same and (ii) make such
alterations, repairs and improvements in the Premises as the Landlord in its
reasonable commercial judgment considers advisable or necessary to relet the
same.  No action of the Landlord in
accordance with the foregoing or failure to relet or to collect rent under
reletting shall operate to release or reduce the Tenants liability.  The Landlord shall be entitled to seek to
rent other properties of the Landlord prior to reletting the Premises.  The Landlord shall make reasonable efforts to
mitigate its damages upon the occurrence of an Event of Default by Tenant.  10.3Landlords
Default.  In the event of the failure
on the part of the Landlord to perform or observe any term or condition
contained in this Lease or the Agency Lease, and if the Landlord shall not cure
such failure within forty-five (45) days after notice from the Tenant to the
Landlord thereof (provided that in the case of breaches or obligations under
this Lease which are susceptible to cure but cannot be cured within forty-five
(45) days through the exercise of due diligence, so long as the Landlord
commences such cure within forty-five (45) days, such breach remains
susceptible to cure and the Landlord diligently pursues such cure, such breach
shall not be deemed to create an event of default by Landlord), Tenant may exercise
such remedies as may exist at law or equity as a result of such event of
default by the Landlord.  Nothing
contained in this Section 10.3 shall be deemed to extend those time periods
or require any additional notices to the Landlord under Section 9.2.  10.4Cumulative
Rights.  The specific remedies to
which a party may resort under the terms of this Lease are cumulative and are
rot intended to be exclusive of any other remedies or means or redress to which
it may be lawfully entitled in case of any breach or threatened breach by the
other party of any provisions of this Lease. 
In addition to the other remedies provided in this Lease, a party shall
be entitled to the restraint by injunction of the violation or attempted or
threatened violation of any of the covenants, conditions or provisions of this
Lease or to a decree compelling specific performance of any such covenants,
conditions or provisions.  Nothing
contained in this Lease shall limit or prejudice the right of the Landlord to
prove for and obtain in proceedings for bankruptcy, insolvency or like
proceedings by reason of the termination of this Lease, an amount equal to the
maximum allowed by any statute or rule or law in effect at the time when,
and governing the proceedings in which, the damages are to be proved, whether
or not the amount be greater, equal to, or less than the amount of the loss or
damages referred to above.  10.5Landlords
or Tenants Self-help.  If a party
shall at any time default in the performance of any obligation under this
Lease, the other party shall have the right, but not the obligation, upon
reasonable, but in no event more than ten (10) days, notice to such other
party (except in case of emergency in which case no notice need be given), to
perform such obligation.  A party may
exercise its rights under this Section without waiving any other of its
rights or releasing the other party from any of its obligations under this
Lease.  Nothing herein shall permit
Tenant to set off from monies due Landlord contrary to the provisions of Section 3.6.  21


10.6Enforcement
Expenses.  A non-complying party
shall promptly reimburse the other party for all costs and expenses, including
without limitation reasonable legal fees, incurred by such other party in
exercising and enforcing its rights under this Lease following the failure of
such non-complying party to comply with its obligations hereunder, whether or
not such failure constitutes an Event of Default on the part of the
non-complying party.  10.7Late
Charges and Interest on Overdue Payments. 
In the event that any payment of Annual Fixed Rent of Additional Rent
shall remain unpaid for a period of eight (8) days following notice by the
Landlord to the Tenant that such payment is overdue, there shall become due to
the Landlord from the Tenant, as Additional Rent and as compensation for the Landlords
extra administrative costs in investigating the circumstances of late rent, a
late charge of one and one-half percent (1 1/2%) of the amount overdue.  In addition, any Annual Fixed Rent and
Additional Rent not paid within such eight (8) day grace period shall bear
interest from the date due to the Landlord until paid at the variable rate (the
Default Interest Rate) equal to the rate at which interest accrues on amounts
not paid when due under the terms of the Landlords financing for the Property.  11.Mortgagees
Rights.  11.1Subordination.  This Lease shall at all times be subject and
subordinate to any and all mortgages on the Property, so that the lien of any
such mortgage shall be superior to all right hereby or hereafter vested in the
Tenant, provided, however, that any mortgagee shall agree that the Tenants
possession, use and occupancy of the Premises shall not be disturbed in the
event of any foreclosure of any such mortgage unless there then exists an Event
of Default by the Tenant beyond any applicable grace or cure period.  11.2Prepayment
of Rent not to Bind Mortgagee.  No
Annual Fixed Rent, or any other charge payable to the Landlord shall be paid
more than thirty (30) days prior to the due date thereof under the terms of
this Lease and payments made in violation of this provision shall (except to
the extent that such payments are actually received by a mortgagee) be a
nullity as against such mortgagee and the Tenant shall be liable for the amount
of such payments to such mortgagee.  11.3Tenants
Duty to Notify Mortgagee; Mortgagees Ability to Cure.  No act or failure to act on the part of the
Landlord which would entitle the Tenant under the terms of this Lease, or by
law, to be relived of the Tenants obligation to pay Annual Fixed Rent or Additional
Rent hereunder or to terminate this Lease, shall result in a release or
termination of such obligations of the Tenant or a termination of this Lease
unless (i) the Tenant shall have first given written notice of the
Landlords act or failure to act to the Landlords mortgagees of record, if any
whose identity and address the Tenant shall have been given notice, specifying the
act or failure to act on the part of the Landlord which gives basis to the
Tenants rights, and (ii) such mortgagees, after receipt of such notice,
have failed or refused to correct or cure the condition complained of within a
reasonable time thereafter, which shall include a reasonable time not to exceed
thirty (30) days above the cure period set forth in Section 10.3, for such  22


mortgagee, to obtain
possession of the Property if possession is necessary for the mortgagee to
correct or cure the condition and if the mortgagee notifies the Tenant of its
intention to take possession of the Property and correct or cure such
condition.  11.4Estoppel
Certificates.  The Tenant shall from
time to time, upon not less than fifteen (15) days prior written request by the
Landlord, execute, acknowledge and deliver to the Landlord a statement in
writing certifying to the Landlord or independent third party, with a true
correct copy of this Lease attached thereto the following facts, if true, and
if untrue, the reasons therefor: (i) that this Lease is unmodified and in
full force and effect (or, if there have been any modifications, that the same
is in full force and effect as modified and stating the modifications); (ii) that
the Tenant has no knowledge of any defenses, offsets or counter claims against
its obligations to pay the Annual Fixed Rent and Additional Rent and to perform
its other covenants under this Lease (or if there are any defenses, offsets, or
counterclaims, setting them forth in reasonable detail); (iii) that there
are no known uncured defaults of the Landlord or the Tenant under this Lease
(or if there are known defaults, setting them forth in reasonable detail); (iv) the
dates to which the Annual Fixed Rent, Additional Rent and other charges have
been paid ; (v) the extent to which the Tenant has exercised the options
set forth in Section 2.3; (vi) that Tenant has accepted, is satisfied
with, and is in full possession of the Premises, including all improvements,
additions, and alterations thereto required to be made by Landlord under the
Lease; (vii) that the Landlord has satisfactorily complied with all of the
requirements and conditions precedent to the commencement of the Term of the
lease as specified in the Lease (or if there is any known non-compliance,
setting it forth in reasonable detail); (viii) the Term, the Commencement
Date and that Tenant has been in occupancy since the Commencement Date and
paying rent since the Commencement Date; (ix) that no monetary or other
considerations have been granted to Tenant by Landlord for entering into this
Lease, except as specified; (x) that Tenant has no notice of a prior
assignment, hypothecation, or pledge of rents or of the Lease; (xi) that the
Lease represents the entire agreement between Landlord and Tenant; (xii) that
no prepayment or reduction of rent and no modification, termination or
acceptance of Lease will be valid as to the patty to whom such certificate is
addressed without the consent of such party; (xiii) that any notice to Tenant
may be given it by certified mail or registered mail, return receipt requested,
or delivered, at the Premises, or at another address specified ;and (xiv) such
other matters with respect to the Tenants occupancy and this Lease as the
Landlords mortgagee may reasonably request. 
On the Commencement Date, the Tenant shall, at the request of the
Landlord, promptly execute, acknowledge and deliver to the Landlord a statement
in writing that the Commencement Date has occurred, that the Annual Fixed Rent
has begun to accrue and that the Tenant has taken Occupancy of the Premises.  Any statement delivered pursuant to this Section may
be relied upon by any prospective purchaser or mortgagee of the Premises and
shall be binding on that Tenant.  12.Right
of First Refusal; Purchase Option.  12.1Right
of First Refusal.  If during the
Initial Term or any Extension Term of this Lease, Landlord receives a bona fide
arms length offer to purchase the Premises which is acceptable to Landlord
(the Offer) from any third party (the Transferee), Landlord shall  23


send a notice (herein
referred to as the Transfer Notice) to Tenant. The Transfer No be accompanied
by a copy of the Offer including the name and address of the of shall state the
desire of Landlord to sell the Premises on such terms and cor Thereafter,
Tenant shall have the right, which shall be non-assignable except as pr Section 7.8,
to purchase the Premises at the price and upon the terms and conditions in the
Offer.  If Tenant desires
to exercise its option, it shall give notice (the Counter Notice) to that
effect to Landlord within thirty (30) days after receipt of the Transfer Notice.  Such Counter Notice shall be accompanied by a
cashiers check in the amount of any deposit or down payment described in the
Offer made payable to the title company set forth in the Offer (the Title
company), or the person designated in the Offer, together with a letter
acknowledging Tenants agreement to be bound by the terms and conditions of the
Offer.  Such Counter Notice shall set
forth a date not later than sixty (60) days from the service of the Counter
Notice on which the closing shall be held at the office of the Title Company or
at the office of the Niagara County Clerk. 
Tenants failure to give a timely Counter Notice (or notice of its
refusal to purchase) shall be deemed a waiver of its right of first refusal to
purchase the Premise and Landlord may sell to the Transferee named in the
Transfer Notice.  Upon the Landlords
failure to sell to the Transferee pursuant to the terms of such Offer, this
right of first refusal shall remain in effect as to any future offers, whether
or not received from the same Transferee.  12.2Purchase
Option.  Tenant shall have the option
to purchase the Premises free and clear of all liens and encumbrances other
than easements and restrictions of record that do not impair the beneficial use
and occupancy of the Premises by Tenant, exercisable with ninety (90) days
prior notice, only on the tenth (10th), fifteenth (15th)
and twentieth (20th) anniversary of the Commencement Date at the
following applicable prices:  if exercised on the tenth (10th)
anniversary - $4,754,626 if exercised on the fifteenth (15th)
anniversary - $5,622,424 if exercised on the twentieth (20th) anniversary - $6,800,666  The closing will
take place within ninety (90) days of the effective date of the notice of
exercise of the purchase option by Tenant. 
Landlord shall at its expense, provide Tenant with a fully guaranteed
tax and title search and survey redated no earlier than six (6) months
from the closing date and shall deliver its bargain and sale deed with covenant
against grantors acts with appropriate transfer tax stamps attached, conveying
good and marketable title to Tenant, and if necessary for the Agency to remain
in title, shall execute and deliver an assignment of the Agency Lease and PILOT
Agreement to Tenant in form reasonably acceptable to the Tenant and the Agency.  13.Miscellaneous.  13.1Contingencies &
Terminations.  This Lease is subject
to the Contingencies set forth on Exhibit E.  24


13.2Intentionally
omitted.  13.3Notice
of Lease.  The Tenant agrees not to
record this Lease, but upon request of either party, both parties shall execute
and deliver a memorandum of this Lease in form appropriate for recording or
registration, an Instrument acknowledging the Commencement Date of the Term,
and if this Lease is terminated before the Term expires, an instrument in such
form acknowledging the date of termination.  13.4Notices.  Whenever any notice, approval, consent,
request, election, offer or acceptance is given or made pursuant to this Lease,
it shall be in writing.  Communications
and payments shall be addressed, if to the Landlord, at the Landlords Address
for Notices as set forth in Exhibit A or at such other address as may have
been specified by prior notice to the Tenant; and if to the Tenant, at the
Tenants Original Address or at such other place as may have been specified by
prior notice to the Landlord.  Any
communication so addressed shall be deemed duly given on the earliest of (i) the
date received (ii) on the third business day following the day of mailing if
mailed by registered or certified mail, return receipt requested or (iii) on
the second calendar day after confirmed transmission by telecopier.  If the Landlord by notice to the Tenant at
any time designates some other person to receive payments or notices, all
payments or notices thereafter by the Tenant shall be paid or given to the
agent designated until notice to the contrary is received by the Tenant from
the Landlord.  Landlord agrees to
give to Tenant, copies of all notices relating to Landlords non-performance
given to Landlord by the Agency under the Agency Lease or PILOT Agreement and
by any mortgagee with respect to the Premises, promptly upon receipt by the
Landlord.  13.5Successors
and Limitation on Liability of the Landlord.  The benefits and obligations of this Lease
shall run with the land, and this Lease shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
except that the original Landlord named herein and each successor Landlord
shall be liable only for obligations accruing during the period of its
ownership.  The obligations of
the Landlord shall be binding upon the assets of the Landlord consisting of an
equity ownership of the Property and rental received therefrom, but not upon
other assets of the Landlord and neither the Tenant, nor anyone claiming by,
under or through the Tenant, shall be entitled to obtain any judgment creating
personal liability on the part of the Landlord or enforcing any obligations of
the Landlord against any assets of the Landlord other than an equity ownership
of the Property and the rentals received therefrom.  Nothing herein shall permit Tenant to set off
from monies due to Landlord contrary to the provisions of Section 3.6.  13.6Waivers
by the Landlord or Tenant.  The
failure of the Landlord or the Tenant to seek redress for violation of, or to
insist upon strict performance of, any covenant  25


or condition of this
Lease, shall not be deemed a waiver of such violation nor prevent a subsequent
act, which would have originally constituted a violation, from having all the
force and effect of an original violation. 
The receipt by the Landlord of Annual Fixed Rent or Additional Rent with
knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach.  No provision of
this Lease shall be deemed to have been waived by the Landlord, unless such
waiver be in writing signed by the Landlord. 
No consent or waiver, express or implied, by a party to or of any breach
of any agreement or duty by the other party shall be construed as a waiver or
consent to or of any other breach of the same or any other agreement or duty.  13.7Acceptance
of Partial Payments of Rent.  No acceptance
by the Landlord of a lesser sum than the Annual Fixed Rent and Additional Rent
then due shall be deemed to be other than a partial installment of such rent
due, nor shall any endorsement or statement on any check or any letter
accompanying any check or payment as rent be deemed an accord and satisfaction,
and the Landlord may accept such check or payment without prejudice to the
Landlords right to recover the balance of such installment or pursue any other
remedy in this Lease provided.  The
delivery of keys to any employee of the Landlord or to the Landlords agent or
any employee thereof shall not operate as a termination of this Lease or a
surrender of the Premises.  13.8Interpretation
and Partial Invalidity.  If any term
of this Lease, or the application thereof to any person or circumstances, shall
to any extent be invalid or unenforceable, the remainder of this Lease, or the
application of such term to persons or circumstances other than those as to
which it is invalid or unenforceable, shall not be affected thereby, and each
term of this Lease shall be valid and enforceable to the fullest extent permitted
by law.  The titles of the Sections are
for convenience only and not to be considered in construing this Lease.  This Lease contains all of the agreements of
the parties with respect to the subject matter thereof and supersedes all prior
dealings between them with respect to such subject matter.  13.9Quiet
Enjoyment.  So long as the Tenant
pays Annual Fixed Rent and Additional Rent, performs all other the Tenant
covenants of this Lease and observes all conditions hereof, the Tenant shall
peaceably and quietly have, hold and enjoy the Premises free of any claims by,
through or under the Landlord.  13.10Brokerage.  The Tenant and Landlord represent and warrant
to each other that it has had no dealings with any broker or agent and agree to
hold each other harmless from any such claim.  13.11Surrender
of Premises and Holding Over.  The
Tenant shall surrender possession of the Premises on the last day of the Term
and the Tenant waives the right to any notice of termination or notice to quit.  The Tenant covenants that upon the expiration
or sooner termination of this Lease, it shall, without notice, deliver up and
surrender possession of the Premises in the same condition in which the Tenant
has agreed to keep the same during the continuance of this Lease and in
accordance with the terms hereof, normal wear and tear  26


excepted, first removing
therefrom all goods, effects and fixtures of Tenant and repairing all damage
caused by such removal.  Upon the
expiration of this Lease or if the Premises should be abandoned by the Tenant,
or this Lease should terminate for any cause, and at the time of such
expiration, vacation, abandonment or termination, the Tenant or Tenants
agents, subtenants or any other person should leave any property of any kind or
character on or in the Premises in the event of termination of the Lease before
expiration of the Term as a result of a court or administrative ruling in any
proceeding contested by the Tenant, for more than sixty (60) days without
paying rent at the rate of the Annual Fixed Rent therefor, the fact of such leaving
of property on or in the Premises shall be conclusive evidence of intent by the
Tenant, Tenants agents or subtenants, to abandon such property so left in or
upon the Premises, and such leaving shall constitute abandonment of the
property.  It is understood
and agreed by and between the parties hereto that none of Landlords servants,
agents or employees, have or shall have the actual or apparent authority to
waive any portion of this paragraph, and except as otherwise provided in this Section 13.11,
the Tenant shall have no right to leave any such property upon the Premises
without the written consent of Landlord.  Landlord, its agents or
attorneys, shall have the right and authority without notice to Tenant, Tenants
agent or subtenants, or anyone else, to remove and destroy, or to sell or
authorize disposal of such property abandoned or deemed abandoned hereunder, or
any part thereof, without being in any way liable to the Tenant therefor.  The said property received therefor shall
belong to the Landlord as compensation for the removal and disposition of said
property.  Except as
otherwise provided in this Section 13.11, if the Tenant fails to surrender
possession of the Premises upon the expiration or sooner termination of this
Lease, the Tenant shall pay to Landlord, as rent for any period after the
expiration or sooner termination of this Lease an amount equal to twice the
Annual Fixed Rent and the Additional Rent required to be paid under this Lease
as applied to any period in which the Tenant shall remain in possession.  Acceptance by the Landlord of such payments
shall not constitute a consent to a holdover hereunder or result in a renewal
or extension of the Tenants rights or occupancy.  Such payments shall be in addition to and
shall not affect or limit the Landlords right of re-entry, Landlords right to
collect such damages as may be available at law, or any other rights of the
Landlord under this Lease or as provided by law.  13.12Intentionally
omitted.  13.13Financial
Reporting.  If requested by Landlord,
Tenant shall provide Landlord with financial statements of Tenant together with
related statements of Tenants operations for Tenants most recent fiscal year
then ended, certified to Landlord by an independent certified public accounting
firm (if available) on the anniversary of the Lease.  If certified financial statements are
unavailable, Tenant shall compile and deliver to Landlord substantially similar
statements, attested to by Tenant or other authorized financial officer.  Landlord agrees to maintain such statements
in the strictest of confidence and Landlord may  27


provide such statements
only to its mortgagee for the purposes of financing or refinancing any mortgage
on the Premises and to the Agency as is required under the Agency Lease.  13.14Building
and Premises Area.  Prior to the
Commencement Date, Landlord shall deliver to Tenant a statement setting forth
the rentable square feet area of the Building as computed by the Landlords
architect.  The amounts of such area
shall be deemed incorporated in this Lease. 
The Annual Fixed Rent shall be computed as provided in Exhibit A.  13.15Counterpart
Signatures.  This Lease may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same Instrument.  LANDLORD:CALAMAR ENTERPRISES,
  INC.on behalf of Limited
  Liability Company to beformedBy:
  /s/ Kenneth M. FranasiakKenneth M. Franasiak,
  PresidentTENANT:
  SILIPOS INC.By:
  /s/ Joel E. BickellJoel E. Bickell,
  Chairman/CEO  28