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




BY AND BETWEEN:



                       CEDAR BROOK CORPORATE CENTER, L.P.

                                                       "Landlord"



                                     - and -



                          TRANSCELL TECHNOLOGIES, INC.

                                                       "Tenant"







PREMISES: 8 Cedar Brook Drive
          Cranbury, New Jersey 08512






DATED: September 19, 1996





<PAGE>


                                TABLE OF CONTENTS
                                -----------------


1.  LEASED PREMISES...........................................................1

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

3.  CONSTRUCTION..............................................................3

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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<PAGE>


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

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

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

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

32. INCLUSIONS...............................................................38

33. DEFINITION OF TERM "LANDLORD"............................................38

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

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

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

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

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

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

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

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

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

43. MEMORANDUM OF LEASE......................................................43


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<PAGE>


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


                              W I T N E S S E T H :


     WHEREAS, the Landlord intends to lease to the Tenant a portion of 8 Cedar
Brook Drive, Cranbury, New Jersey 08512, constituting a portion of the
office/industrial park known as CEDAR BROOK CORPORATE CENTER ("Office Park");
and

     WHEREAS, the parties hereto wish to mutually define their rights, duties
and obligations in connection with the said lease;

     NOW THEREFORE, in consideration of the promises set forth herein, the
Landlord leases unto the Tenant and the Tenant rents from the Landlord the
Leased Premises described in Paragraph 1, and the Landlord and Tenant do hereby
mutually covenant and agree as follows:

     1.   LEASED PREMISES

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


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

     1.3 In the event Tenant leases Phase 2, it shall have a second option to
lease any remaining portion of Phase 3 not then under reservation, by notifying
Landlord and paying the Reservation Fee for such remaining portion.

     1.4 In the event Tenant leases Phases 2 and 3, it shall have a further
option to lease Phase 4, which option shall be exercisable at any time during
the term of this Lease. Tenant shall provide Landlord with written notice
exercising its option and Landlord shall then have a period of up to 1 year
after notice to deliver said space to Tenant. If said space is leased to another
tenant, then Landlord shall pay the cost to relocate the other tenant. The
Tenant shall lease Phase 4 in its "as is", broom



                                       5
<PAGE>


clean condition, and at the then market rent for comparable space in the
vicinity; however, if the parties cannot agree, then standard appraisal methods
shall be used.

     1.5 To the extent that Tenant leases any of the expansion Phases, that
space shall be included within the definition of Leased Premises and be
coterminous with the term thereunder. Any construction work performed and/or
machinery, fixtures and equipment installed in the expansion Phases by Landlord
shall be included within the definition of Tenant Improvements as hereinafter
defined.

     2.   TERM OF LEASE

     The term of the Lease shall be 10 years, to commence on the "Commencement
Date" (as that term is hereinafter defined) and to end on the last day of the
month in which occurs the 10th anniversary of the Commencement Date. The term
"Commencement Date" shall mean the later of (x) April 1, 1997 or (y) the first
day of the next succeeding month following the occurrence of all of the
following conditions:

          (a) Landlord shall have achieved Substantial Completion (as that term
     is defined in Section 3.2 hereof);

          (b) All parking and Exterior areas of the Building shall be usable by
     Tenant;

          (c) All utilities to be furnished by Landlord shall be available to
     the Leased Premises; and
                  

          (d) Cranbury Township shall have issued a letter stating that Tenant's
     use is permitted in the zone.

     3.   CONSTRUCTION

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


                                       6
<PAGE>



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

     Landlord has prepared the Base Building Plans and has provided Tenant with
the said Plans dated August 28, 1996 prepared by The Keller Group and the
preliminary/final site plan drawings dated June, 1996 prepared by Kupper
Associates and a list of building specifications as set forth in Schedule "D".
Landlord shall be responsible for the construction at its sole cost and expense
of the base building in conformance to the Base Building Plans. Landlord will
use reasonable efforts to keep 


                                       7
<PAGE>


Tenant advised of the progress of the building construction, and the approval of
same and of the Plans by the local governmental authorities, and will provide
Tenant with benchmark drawings and design parameters for the building. Tenant
shall notify Landlord of any changes it desires to make to the Base Building
Plans and shall bear all cost of such changes. In the event any change requested
by Tenant causes a delay in time, such delay shall extend Landlord's time to
perform hereunder.

     Tenant shall contribute toward the cost of construction of the Phase I
laboratory/office space, as defined in Schedule "A", the amount of $800,000. The
$800,000 shall be paid by Tenant upon Substantial Completion (as defined in
Paragraph 3.2) less 5% which shall be withheld until completion of the punch
items. Tenant shall also provide Landlord with an unconditional letter of credit
for $800,000 substantially in accordance with the form attached as Schedule "E"
within 30 days of execution of this Lease which will be promptly returned to
Tenant if it pays said sums as contemplated herein. Subject to Paragraph 3.1(b),
any cost over $800,000 shall be paid by Landlord. The $800,000 shall be adjusted
up or down based on the ratio of actual square footage of laboratory/office
space, excluding executive offices as referred to in Paragraph 1.1., leased to
the 30,000 square foot design standard for laboratory/office space. At Tenant's
request, Landlord will provide Tenant with documentation to support Tenant's
$800,000 contribution to the cost of Tenant Improvements.

     In addition, Landlord shall provide Tenant with an allowance for Tenant
Improvements for the executive offices of $50 per square foot, i.e., $50/sq. ft.
x 3200 sq. ft. = $160,000. Upon receipt of Plans from Tenant showing the
complete design of the executive offices, Landlord will provide, in writing,
within 10 business days, an estimated cost to construct the executive offices.
If such cost exceeds $50/sq. ft., then Tenant shall have the option, within 30
days after receipt of Landlord's estimate, to have its own professional
estimator or construction consultant confirm the per square foot price. If the
price is confirmed, then Tenant shall, still within said 30 day period, revise
the Plans to reduce the cost or advise Landlord to commence construction. If


                                       8
<PAGE>


Tenant's estimator or consultant feels that the per square foot price is too
high, then the parties shall negotiate in good faith to attempt to achieve a
cost of $50/sq. ft. 

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

                 Billing Cost = Actual Cost x 1.02 x 1.08 x 1.05

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

     (b) In the event Tenant or its architect adds to the scope, quantity or
quality of construction described in Schedule B, such additional cost up to a
maximum of $500,000, shall be paid by Tenant, through an increase in rent.
Tenant shall elect the method of paying the increase prior to the Commencement
Date of this Lease by choosing one of the following options:

          (i)  to fully amortize the increased cost over the first 5 years of
               the lease term, beginning from the Commencement Date, at the
               interest rate on the date of election of either 500 basis points
               over the 5 year Treasury bill rate or the Wall Street Journal
               published prime rate plus 3%; or

          (ii) to amortize the increased cost over the 10 year lease term,
               beginning from the Commencement Date, at the interest rate on the
               date of election of either 500 basis points over the 5 year
               Treasury bill rate or the Wall Street Journal published prime
               rate plus 3%, with a balloon payment of the total unamortized
               amount due at the end of the fifth lease year; 

If such additional cost exceeds $500,000, Tenant shall pay the amount in excess
of $500,000 within 10 days of the date billed by Landlord.


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     (c) Any change orders that do not delay the Completion Date and that
increase or decrease the cost of the Tenant Improvements and that are desired by
Tenant after the Plans are delivered shall not be effective unless approved, in
writing, by both parties, and such approval by Landlord shall not be
unreasonably withheld or delayed and such cost shall be borne by Tenant and paid
for as set forth in Subparagraph 3.1(b);

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


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work as it progresses and receive a fee of 2.5% of the total job cost. Rent
shall commence for said Phase, or part thereof, on the earlier of 6 months after
Tenant elects to retain the outside contractor, or occupancy, at which time the
Reservation Fee shall terminate. 

     Regardless of who performs the construction on the expansion Phases,
Landlord shall provide Tenant with an allowance for improvements of $40/sq. ft.
The actual cost of construction shall be paid by the Landlord and Tenant as
incurred relative to the amount by which the anticipated construction cost
exceeds $40.00 until Tenant's allowance of $40.00 per square foot has been fully
utilized. For example, if the anticipated construction cost is $120/sq. ft., the
construction costs shall be paid 1/3 by Landlord and 2/3 by Tenant on a monthly
basis until the Tenant allowance has been fully utilized. Thereafter, Tenant
shall be responsible for the full payment of all construction costs. Tenant's
Architect shall certify to Landlord that the construction for which Tenant seeks
payment has been completed. If actual costs are less than the anticipated
construction costs, then at the conclusion of construction, Landlord shall pay
Tenant any unpaid balance of the $40.00 allowance. If Landlord does not pay all
or part of the $40.00 allowance, within 60 days of the date Landlord receives an
invoice, Tenant may offset said amount against rent. Said costs shall include
actual fees for consultants, contractors, subcontractors, material suppliers and
governmental authorities, and the installed cost and related construction costs
of all of the tenant improvements shown on the expansion plans, including but
not limited to such items as trash removal related to tenant improvements.

     If Landlord is to construct the expansion Phases, representatives of each
party shall inspect the site no less frequently than every 2 weeks and verify
and agree that work has been completed in a manner acceptable to both Landlord
and Tenant. Landlord will then prepare an invoice for work completed (less
Landlord's proportionate share), and Tenant shall pay the same within 10
business days of receipt. Landlord shall be responsible for paying $40/sq. ft.
for Tenant Improvements to the expansion Phases and Tenant shall bear the
balance of the cost. For example, if the cost is determined to be $137/sq. ft.,
Landlord shall pay $40 and Tenant shall pay $97. In 

                                       11
<PAGE>


the event the payment is not received by Landlord within the specified time,
interest shall accrue on the unpaid balance at an interest rate of 1% per month.

     (e) During construction of the Leased Premises or any expansion Phases,
Tenant shall have access in order to install its own equipment provided:

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

          (ii) it shall coordinate its work with the work being performed by
     Landlord so that there shall be no unreasonable interference with, delay or
     interruption of, Landlord's work.

     (f) All construction of expansion Phases by Landlord shall be done in a
competent and workmanlike manner, in accordance with Tenant's plans and
specifications and the cost and timing schedule agreed to by Landlord. At
Tenant's request, Landlord will provide Tenant with documentation to support
Tenant's $800,000 contribution to the cost of Tenant Improvements.

     3.2 The Leased Premises and any expansion Phases, if constructed by
Landlord, shall be considered substantially completed, and rent payments shall
commence, upon the issuance of a Temporary or Permanent Certificate of
Occupancy, or a Temporary or Permanent Certificate of Acceptance ("CO/CA")
provided that any Temporary CO/CA is not revoked or does not limit Tenant's use
and is promptly followed by a Permanent CO/CA; and when the machinery, equipment
and fixtures to be installed by Landlord are operable so that Tenant can conduct
its customary business activities ("Substantial Completion") but for the initial
Leased Premises, not before April 1, 1997. It is agreed that for the purpose of
this Lease, wherever and whenever the term Substantial Completion is used, it
shall not include items of maintenance, service or guarantee. Within 30 days
after occupancy, Tenant will provide Landlord with a punch list of items to be
corrected which will be completed by Landlord within 60 days of receipt of the
punch list. Tenant and Landlord shall execute a confirmation of Lease
Commencement Date in the form of Schedule "F". If the 


                                       12
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Commencement Date occurs on a day other than the first day of a month, rent from
such day until the first day of the following month shall be prorated (at a rate
of 1/30th of the monthly rent per day). During said period of partial monthly
occupancy, all other terms and conditions of this Lease shall apply.

     3.3 andlord acknowledges and agrees that Tenant will suffer financial loss,
the exact extent of which is difficult to determine, if the Leased Premises are
not Substantially Completed by May 1, 1997 subject to extension for Tenant's
failure to deliver Plans in a timely manner as set forth in Paragraph 3.1(a) and
Paragraph 22, Force Majeure. In connection with the foregoing, if the Tenant
Improvements are not Substantially Completed by June 1, 1997, Landlord shall be
liable for and shall promptly pay to Tenant at the end of the month, as
Stipulated, Fixed, Agreed Upon and Liquidated Damages (and not as a penalty)
$20,000. If the Leased Premises are not Substantially Completed on or before
July 1, 1997, Landlord shall promptly pay to Tenant, on July 3, 1997 and at the
end of each month thereafter, an additional $30,000 for each month or prorated
portion thereof that the Tenant Improvements are not Substantially Complete.
Said monthly sum of $30,000 shall continue to be paid by Landlord until October
1, 1997. After November 15, 1997, Tenant shall have the right to terminate this
Lease if Substantial Completion has not been achieved. Upon termination,
Landlord shall promptly return to the Tenant, the letter of credit referred to
in Paragraph 3.1(a).

     3.4 The Landlord shall have the right to substitute for the materials and
equipment required by the Plans, materials and equipment of equal quality and
standard, provided said substitutions are requested in writing and conform with
applicable building codes and Tenant or its designee has consented in writing to
the substitution, which consent shall not be unreasonably withheld or delayed.
If Tenant does not reply to Landlord within 3 business days, it shall be
determined to have approved the change.

     3.5 With regard to the initial Leased Premises, Landlord shall, within 10
days of date Tenant requests, waive, in writing, all rights or liens on Tenant's
equipment, such as analytical and synthesis instruments, portable cold rooms,


                                       13
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refrigerators, freezers, items mounted on bench tops and any equipment which is
bolted to the structure or walls for added stability, which Tenant has leased.
With regard to the expansion Phases, Landlord agrees to, within 10 days of date
Tenant requests, waive, in writing, all rights or liens on Tenant's equipment or
trade fixtures such as fume hoods, case work, refrigerators, freezers, biosafety
cabinets, analytical and synthesis instruments, items mounted on bench tops and
any equipment which is bolted to the structure or walls for added stability
which Tenant has leased. The waiver shall not apply to any building improvements
made by, or on behalf of Tenant, such as permanently installed cold rooms, HVAC
equipment and ducts, plumbing, electrical or units related thereto.

     4. RENT

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

================================================================================

Years      Laboratory/Office      Executive Office     Phase 2 (if not occupied)

 1-5             27.30                  16.75            5.00* for 2 years only

6-10             28.00                  18.43                    -------

================================================================================
     *This sum shall include common area maintenance and real estate taxes.

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

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

payable in equal monthly installments in the sum of $77,170. In the event the
actual space occupied at the Commencement Date varies from 32,500 square feet,
the rent shall be adjusted based on the rental rates per square foot set forth
above.

     4.2 Unless a third party performs the construction, the $5/sq. ft. rent
("Reservation Fee") for Phase 2, or part thereof, and Phase 3, or part thereof,
if 


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applicable pursuant to Paragraph 1.2, shall continue until (i) 30 days after
Tenant gives written notice that it is cancelling its option to lease such
space; (ii) the receipt by Landlord from Tenant of notice that it has chosen
Landlord to perform the construction and permittable construction documents for
the Phase to be constructed; or (iii) the expiration of the two year period.
However, if Tenant stops paying the Reservation Fee, it shall still have the
Right of First Refusal set forth in Paragraph 42 for Phase 2, or part thereof,
for an additional number of months equal to the number of months that it had
paid the Reservation Fee. Except as provided in Paragraph 42.4, in the event
Tenant leases any or all of Phase 2, the annual rent per square foot shall be as
set forth in the table below, pro rated for a partial month, and such rent shall
be added to the Original Base Rent.

<TABLE>
<CAPTION>
                                 Dollar Amount/Sq. Ft.
                                 Number of Months from Commencement Date to Occupancy of
                                 Phase 2

       Lease Year                Months 1-6         Months 7-12          Months 13-18           Months 19-24
------------------------------------------------------------------------------------------------------------
<S>                                <C>                <C>                   <C>                     <C>   
         1 - 5                     $15.22             $15.47                $15.74                  $16.06
                                 ---------------------------------------------------------------------------
         6 - 10                    $16.74             $17.02                $17.31                  $17.67
                                 ---------------------------------------------------------------------------
  11- 15 (option yrs.)             $16.74             $16.74                $16.74                  $16.74
                                 ---------------------------------------------------------------------------
 16 - 20 (option yrs.)             $18.41             $18.41                $18.41                  $18.41
</TABLE>


Except as provided in Paragraph 42.4, the rental rate for Phase 3, or part
thereof, shall be as set forth above for Phase 2, Months 19-24, increased by 2%
annually until the commencement date of Phase 3, or part thereof. The $40/sq.
ft. tenant allowance shall also be increased annually by 2%.

     4.3 Rental payments shall be made promptly in advance on the first day of
each and every month during the term of the Lease without demand and without
off-set or deduction, except as otherwise set forth herein or if Tenant obtains
a money judgment against Landlord, together with such additional rent and other
charges required to be paid by Tenant as are hereinafter set forth, all of which
charges shall be considered additional rent. Tenant shall pay as additional
rent, the amounts required in Paragraph 8. If any amount due to Tenant pursuant


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<PAGE>


to Paragraph 3.3 is not paid within 30 days of the date due, Tenant shall have
the right to set off said sum against any rent due hereunder.

     5. PARKING AND USE OF EXTERIOR AREA

     The Tenant shall have the right to use the parking spaces for their
employees and visitors on a non-exclusive basis in common with other tenants of
the building. Landlord will provide 4 visitor and 2 reserved signs for Tenant to
use, but shall not monitor parking in the spaces. The Landlord and Tenant
mutually agree that they will not block, hinder or otherwise obstruct the access
driveways and parking areas so as to impede the free flow of vehicular traffic
on the property. If Tenant leases the expansion Phases, additional visitor and
reserved signs will be provided in reasonable proportion to the additional space
leased. In connection with the use of the loading platforms, if any, Tenant
agrees that it will not use the same so as to unreasonably interfere with the
use of the access driveways and parking areas. Tenant shall not store trailers
or other vehicles on any portion of the access driveways or parking areas, and
may not utilize any portion of the land outside of the Leased Premises for any
purpose unless consented to in advance by Landlord.

     6. USE

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

     7. REPAIRS AND MAINTENANCE


                                       16
<PAGE>


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

     (b) Landlord shall assign to Tenant all manufacturer's warranties for
Tenant Improvements and Tenant agrees to rely on said warranties in the event of
any problem with such covered items. Notwithstanding the foregoing, in the event
any Tenant Improvements installed or constructed by Landlord are not covered by
a warranty or the party providing the warranty does not adequately respond, then
Landlord shall guarantee the proper operation and performance of those Tenant
Improvements for a period of one year after Substantial Completion of the
applicable work, except for items of normal maintenance and provided that the
problem was not caused by Tenant's negligence, lack of maintenance or incorrect
maintenance. For the first 60 days after Substantial Completion, the Landlord
will perform all routine maintenance on the HVAC System. Landlord shall be
responsible for good and workmanlike repairs and replacements necessary to the
roof, foundation, exterior and load-bearing walls and other structural elements,
and electric, plumbing and other building systems to the point where they enter
the Leased Premises, unless, and to the extent the repair is necessitated by the
negligence of Tenant or its agents, 


                                       17
<PAGE>


and the cost thereof is not covered by Landlord's insurance, or the insurance
Landlord is required to carry under this Lease, (without taking into account any
deductible) whichever is greater. Repairs and replacements shall be made within
a reasonable time after Landlord receives notice or has actual knowledge of the
need for such repair or replacement.

     7.2 The Tenant shall, at its own cost and expense, pay all utility meter
and service charges for utilities used by Tenant in the Leased Premises,
including gas and electric servicing its space. Landlord shall have the option
to install, at its own cost, a separate water meter in order to monitor Tenant's
water usage. The Tenant agrees to maintain all leased areas at a minimum
temperature of 45 degrees F, excluding cold rooms or other rooms designated for
a lower temperature, to prevent the freezing of domestic water and sprinkler
pipes provided Tenant shall not be liable if gas or electrical service to the
Building has been interrupted for a reason not caused by Tenant. Tenant shall
not store any garbage or recyclables outside the Leased Premises, and shall
deliver its garbage and recyclables to the central receiving area on the lot.


     7.3 Landlord shall provide the following during the term of this Lease:

          (a) Continually cooperate with Public Service Electric and Gas to have
     Public Service Electric and Gas provide gas and electrical service to the
     point where it enters the Leased Premises for Tenant's permitted uses, as
     specified in the Plans approved by Public Service Electric & Gas;

          (b) Extermination and pest control when necessary;

          (c) 24-hour access to the Leased Premises;

          (d) Water facilities to the point where they enter the Leased Premises
     for lavatory, drinking and cleaning purposes; and

          (e) Maintenance of the common areas of the Office Park, in a manner
     similar to other office parks in the area, with the cost to be passed on to
     Tenant as set forth in Paragraph 8.


                                       18
<PAGE>


     7.4 Landlord does not warrant that any services Landlord or any public
utilities supply will not be interrupted. Services may be interrupted because of
accidents, repairs, alterations, improvements or any other reason beyond the
reasonable control of Landlord. Notwithstanding the foregoing, if any essential
services (such as access, electricity or water) supplied to the Leased Premises
are interrupted, or if Landlord fails to make any repairs or replacements it is
required under this Lease to make and that are necessary to enable Tenant and
its employees, invitees and agents to use the Leased Premises without material
interference, then Tenant shall be entitled to an abatement of rent and
additional rent. The abatement shall begin on the seventh consecutive business
day of the interruption or interference, or when Tenant stops using the Leased
Premises because of the interruption or interference, whichever is later. The
abatement shall end when the services are restored or the repairs or
replacements are made or installed. Tenant shall have the option to cancel this
Lease without penalty if the interruption or failure to repair or replace
unreasonably interferes with Tenant's use of or access to the Leased Premises
for at least thirty (30) consecutive days, and Landlord is not exercising its
best efforts to restore the services or make the repair or replacement.

     8. COMMON AREA EXPENSES, TAXES AND INSURANCE

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

               (i)   lawns and shrubbery;


                                       19
<PAGE>


              (ii)   water and standby sprinkler charges including a charge for
                     sprinkler and electrical room which is at a rent of $6.00
                     sq. ft.;

              (iii)  exterior lighting;

              (iv)   exterior sewer lines;

              (v)    exterior utility lines;

              (vi)   repair and maintenance of any signs serving the Office
                     Park;

              (vii)  snow removal which Landlord agrees to commence within 12
                     hours of the end of the storm;

              (viii) garbage disposal and recycling;

              (ix)   general ground maintenance;

              (x)    parking lot, driveways and walkways;

              (xi)   maintenance contract for the roof and building site;

              (xii)  pest control;

              (xiii) central station monitoring;

              (xiv)  the annual insurance premiums charged to the Landlord for
                     insurance coverage set forth in Paragraph 8.5(b); and

              (xv)   other ordinary maintenance expenses normally incurred by a
                     Landlord in comparable office parks, upon prior, if
                     possible, notice to Tenant.

          (b) The following items shall be excluded from common area maintenance
     charges:

                  (i)   Cost of decorating, redecorating or special cleaning or
                        other services not provided on a regular basis to the
                        tenants of the building;


                                       20
<PAGE>


                  (ii)  Wages, salaries, fees and fringe benefits paid to
                        administrative or executive personnel or officers or
                        partners of Landlord, unless employed at competitive
                        rates as independent contractors at the building or
                        Office Park;

                  (iii) All cost relating to activities for the solicitation,
                        negotiation, execution and enforcement of leases of
                        space in the Office Park;

                  (iv)  Cost of any repair or other work made by Landlord
                        because of the total or partial destruction of the
                        building or the condemnation of a portion of the
                        building;

                  (v)   Any insurance premium for which Landlord is to be
                        reimbursed by Tenant, pursuant to this Lease, or by any
                        other tenant of the building.

                  (vi)  Depreciation, amortization, interest or rents paid or
                        incurred by Landlord;

                  (vii) Any real estate taxes;

                 (viii) Collection costs for bad debt expenses not related to
                        Tenant;

                  (ix)  Cost of tenant improvements;
                                   
                  (x)   Legal, accounting, bank or other fees incurred in
                        connection with any equity or debt financing or sale of
                        the building or Office Park;
                                    

                  (xi)  Costs of specialized services or other items provided to
                        other tenants but not provided to tenants generally;

                  (xii) Capital expenditures as defined according to GAAP, or
                        the cost of rentals and related expenses 


                                       21
<PAGE>


                        incurred in leasing items ordinarily considered to be of
                        a capital nature;

                 (xiii) Cost to comply with ADA related to the interior of the
                        individual buildings, but not exterior doors or the cost
                        of improvements required by ADA to the Office Park
                        amortized over their useful life;

                  (xiv) Fines or costs to cure violations of law or ordinances
                        in the common areas;

                  (xv)  Electric and water for non-public areas;

          (c) The $1.50/sq. ft. for Common Area Expenses shall be increased 2%
     for each year of the Lease Term on January 1st each year. At the end of
     each 5 years of the Lease Term, the per square foot charge shall be
     adjusted for the next 5 year period to reflect the actual increase in the
     CPI, as defined hereafter, over the prior 5 year period. The parties also
     agree to adjust any individual expense item in Paragraph 8.1(a) which has
     an unusual cost or usage, or an unusual increase or decrease during any
     year.

     8.2 The Tenant shall pay its proportionate share of real estate and
personal property taxes assessed against the land, building shell and site
improvements, along with any levy for the installation of improvements serving
the Leased Premises assessed by any governmental body having jurisdiction
thereof but excluding any special assessments caused by the use of the building
by other tenants. The real estate tax obligation of the Tenant shall include any
tax or imposition for parking lot usage which may be levied by any governmental
body having jurisdiction thereof. Tenant's proportionate share shall be a
percentage derived by dividing the total square feet leased by Tenant by the
total square feet in the building. In addition to its proportionate share of the
above items, Tenant shall pay all real estate taxes assessed by the municipality
on its Tenant improvements. Tenant shall have the right to contest, or cause
Landlord to contest, the assessed value of the building, land and improvements
or the real 


                                       22
<PAGE>


estate or personal property taxes and Landlord agrees to provide any and all
documentation reasonably required for Tenant to contest said assessment. Tenant
shall pay all reasonable costs of Landlord in the event Landlord is required to
contest. Landlord is currently not aware of any abatement or deferral program in
connection with the Leased Premises. If taxes are abated or deferred as a result
of an appeal, or under any other program, Tenant shall gain the benefit of such
reduction. Notwithstanding the foregoing, Tenant shall not be required to
reimburse Landlord for any capital stock, income, franchise, estate,
inheritance, gift or transfer taxes, or any penalties or interest for failure to
pay in a timely manner.

     8.3 Tenant shall pay its share of Common Area Expenses monthly together
with the rent except for taxes which shall be billed and paid quarterly.
Tenant's Share of Common Area Expenses and real estate taxes for any calendar
year, part of which falls within the term of this Lease and part of which does
not, shall be appropriately prorated.

     8.4 If at any time during the term of this Lease the method or scope of
taxation prevailing at the commencement of the Lease Term shall be altered,
Tenant's proportionate share of such substituted tax or imposition if it relates
to Tenant's occupancy, shall be payable and discharged by the Tenant in the
manner required pursuant to the law which shall authorize such change.

     8.5 (a) The Tenant covenants and agrees that it will, at its sole cost and
expense, carry liability insurance covering the Leased Premises in the minimum
amount of $1,000,000.00 per accident for 1 person, $3,000,000.00 per accident
for 2 or more persons, and a minimum amount of $300,000.00 for property damage
with Landlord listed as an insured party;

     (b) Landlord shall keep the base building of which the Leased Premises are
a part, including without limitation, all fixtures (but not Tenant Improvements)
insured against damage and destruction by fire, sprinkler damage, vandalism,
comprehensive liability and other perils in the amount of the 


                                       23
<PAGE>


full replacement value of such building, as the value may exist from time to
time, including insurance for one year's rent, with a deductible of no more than
$10,000 except that Landlord will be responsible for any deductible amount over
that sum. The insurance shall include an extended coverage endorsement of the
kind required by an institutional lender to repair and restore such base
building. Any increase in the insurance premiums due to a change in rating of
the base building which is solely attributable to Tenant's use, or due to
special Tenant equipment, shall be paid entirely by the Tenant. During
construction, Landlord will increase the amount of insurance coverage by
$800,000 to cover Tenant's contribution to Tenant Improvements, with the
additional premium cost thereof to be borne by Tenant.

     With regard to each expansion Phase, Tenant shall certify to Landlord, at
the completion of construction, the cost of the improvements made to that Phase
and Landlord shall, after receipt of the certification, increase the amount of
insurance coverage by said amount, with the additional premium cost thereof to
be borne by Tenant;

     (c) The insurance policies referred to above shall be maintained by
insurance companies licensed to do business in the State of New Jersey, with a
general policyholder's rating of at least A and a financial rating of at least
XI in Best's Insurance Reports. If such ratings are changed or discontinued, the
parties shall agree to an alternate method of rating insurance companies. Such
policies shall be maintained throughout this Lease, including any extensions.
Each party shall deliver a certificate of insurance to the other evidencing this
insurance. Such certificate shall provide that the policy shall not be cancelled
or the coverage will not be materially reduced without 10 days prior written
notice.

     8.6 The parties covenant and agree that the insurance policies required to
be furnished in accordance with the terms and conditions of this Lease, or in
connection with insurance policies which they obtain insuring such 


                                       24
<PAGE>


insurable interest as Landlord or Tenant may have in its own properties, whether
personal or real, shall expressly waive any right of subrogation on the part of
the insurer against the Landlord or Tenant. Notwithstanding anything to the
contrary, Landlord and Tenant each mutually waive all right of recovery against
each other, their agents, or employees for any loss, damage or injury of any
nature whatsoever to property or person (regardless of whether the party in
whose favor the waiver applies was negligent) for which either party is required
by this lease to carry insurance.

     90 SIGNS

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

     100 ASSIGNMENT AND SUBLETTING

     10.1 The Tenant may not assign or sublet the Leased Premises or any part
thereof, without the consent of Landlord, which shall not be unreasonably
withheld or delayed. Tenant shall have absolutely no right to assign or sublet
any expansion Phases unless Tenant is paying the full rent due thereon. If
Tenant desires to assign or sublet, it shall first give to Landlord notice in
writing. Landlord shall have 14 calendar days from receipt of such notice to
elect to consent to the assignment of the Lease or the sublease of the Leased
Premises. If Landlord fails to respond in the 14 day period, consent is deemed


                                       25
<PAGE>


given. However, Tenant shall be permitted to assign this Lease or sublease the
premises, without the consent of Landlord but with notice to Landlord, to (i) a
wholly owned subsidiary, or a parent, (ii) any corporation, partnership, trust,
limited liability company or similar entity controlling, under the direct or
indirect control of Tenant or under common control with Tenant (collectively,
"Tenants Affiliates"), (iii) any corporation resulting from the merger or
consolidation with Tenant or that acquires all of Tenant's assets or stock; (iv)
any joint venture or similar arrangement as to which Tenant or Tenant's
Affiliates are a party; or (v) a Tenant whose use is specifically permitted
under this Lease.

     10.2 In the event of any assignment or subletting permitted by the
Landlord, the Tenant and Guarantor, as set forth in a separate Guaranty, shall
remain and be directly and primarily responsible for payment and performance of
the within Lease obligations, and the Landlord reserves the right, at all times,
to require and demand that the Tenant pay and perform the terms and conditions
of this Lease. No such assignment or subletting shall be made to any tenant who
shall occupy the Leased Premises for any use other than that which is permitted
to the Tenant.

     110 FIRE AND CASUALTY

     11.1 If there occurs any damage to or destruction of any portion of the
building of which the Leased Premises is a part by fire or other casualty
occurring during the term of this Lease, which shall render at least 1/3 of the
floor area of the Leased Premises untenantable or unfit for occupancy, and
either party reasonably determines within 30 days of the casualty that the
Leased Premises cannot be repaired within 240 days from the happening of such
casualty, using reasonable diligence ("Total Destruction") then the Lease shall,
at the option of the Landlord or Tenant, upon written notice to the other within
a further 15 days, cease and become null and void from the date of such Total
Destruction. In such event the Tenant shall immediately surrender the Leased
Premises to the Landlord and this Lease shall terminate. The Tenant shall only
pay rent to the 


                                       26
<PAGE>


time of such Total Destruction. However, in the event of Total Destruction if
the Landlord and Tenant shall elect not to cancel this Lease within the 15 day
period the Landlord shall repair and restore the building, Leased Premises and
all Tenant Improvements to substantially the condition they were in prior to the
damage or destruction, with deliberate speed and dispatch. The rent shall not be
accrued after said damage or while the repairs and restorations are being made,
but shall recommence immediately after the Leased Premises are so restored as
evidenced by the issuance of a CO/CA by municipal authorities and that any
machinery, equipment and/or fixtures Landlord was responsible for installing are
operable so as not to materially interfere with the customary business
activities of Tenant. Notwithstanding the foregoing, if any such restoration is
not completed within 365 days of such Total Destruction, Tenant may terminate
this Lease without penalty.

     11.2 In the event of any other casualty which shall not be tantamount to
Total Destruction the Landlord shall promptly repair and restore the Building,
the Leased Premises and the Tenant Improvements, subject to availability of
insurance proceeds, to substantially the same condition as they were prior to
the damage or destruction, with reasonable speed and dispatch. The rent shall
abate or be equitably apportioned from the date of casualty to the extent the
Tenant's use is impaired. Landlord shall have the right to not make the repairs,
if it has complied with Paragraph 8.5(b) but cannot confirm the availability of
insurance proceeds within 90 days of the casualty. In such event, Landlord will
notify Tenant within said 90 day period that it cannot confirm the insurance
proceeds and is electing not to make the repairs. Tenant shall have 10 business
days from receipt of said notice to elect whether to terminate the lease. If
Landlord does make the repairs, the rent shall recommence immediately upon
restoration of the Leased Premises as evidenced by the issuance of a CO/CA by
municipal authorities and any machinery, equipment and/or fixtures Landlord was
responsible for installing are operable so as not to materially interfere with
the 


                                       27
<PAGE>


customary business activities of Tenant. Notwithstanding the foregoing, if any
such restoration is not completed within 365 days of such casualty, Tenant may
terminate this Lease without penalty.

     11.3 In the event the Landlord rebuilds, the Tenant agrees, at its cost and
expense, to forthwith remove any and all of its equipment, fixtures, and
personal property in order to permit Landlord to expedite the construction. The
Tenant shall assume at its sole risk the responsibility for damage to or
security of such fixtures and equipment that it does not move in the event that
any portion of the building area has been damaged and is not secure provided
Landlord has not been grossly negligent subsequent to the casualty. However,
nothing shall preclude Tenant from making a claim to any insurance company for
the cost of such removal.

     120 COMPLIANCE WITH LAWS, RULES AND REGULATIONS

     12.1 (a) The Tenant agrees that upon acceptance and occupancy of the Leased
Premises, it will promptly, at its own cost and expense, comply with all
statutes, ordinances, rules, orders, regulations and requirements of the
Federal, State and Municipal governments ("Applicable Laws") relating to the
manner in which Tenant uses the Leased Premises. The Tenant also agrees that it
will not commit any nuisance, and will dispose of all garbage and waste in
compliance with law and Landlord's reasonable written rules and regulations.
Landlord warrants that on the date this Lease commences, the Leased Premises and
the building of which it is a part will comply with all Applicable Laws.
Notwithstanding anything to the contrary, in no case shall Tenant be required to
comply with Applicable Laws with regard to any structural component or building
system that is Landlord's responsibility pursuant to Paragraph 7.1. Landlord
will comply with all applicable laws with regard to the building shell, core
site and building systems that are not the responsibility of the Tenant.

     (b) The Tenant agrees, at its own cost and expense, to comply with such
regulations or requests as may be required by the fire or 


                                       28
<PAGE>


liability insurance carriers providing insurance for the Leased Premises in
connection with Tenant's use and occupancy of the Leased Premises. If such
regulations or requests are arbitrary and capricious then Tenant shall have the
right to require Landlord to obtain insurance from another company.

     12.2 In case the Tenant shall fail to comply with all material provisions
of the aforesaid statutes, ordinances, rules, orders, regulations and
requirements with which Tenant is required under the terms of this Lease to
comply, then the Landlord may, after 30 days' notice (except for emergency
repairs, which may be made immediately), and provided that Tenant has failed to
take such reasonable action to investigate or remedy the reason for
noncompliance, enter the Leased Premises and take any reasonable actions to
correct any noncompliance, at the cost and expense of the Tenant. The cost
thereof shall be added to the next month's rent and shall be due and payable as
such, or the Landlord may deduct the same from the balance of any sum remaining
in the Landlord's hands. This provision is in addition to the right of the
Landlord to terminate this Lease pursuant to Section 14.2. However, in the event
that Tenant is proceeding with any investigation or repairs to ensure compliance
with the aforesaid laws and regulations, the initial failure to comply with the
aforesaid laws and regulations shall not constitute an event of default.

     12.3 Tenant expressly covenants and agrees to indemnify, defend and save
the Landlord harmless against any claim, damage, liability, cost, penalties, or
fines which the Landlord may suffer as a result of air, ground or water
pollution which requires remediation under any Environmental Law and is caused
by the Tenant, its agents and contractors, in its use of the Leased Premises.
Landlord shall indemnify, defend and save the Tenant harmless against any claim,
damage, liability, cost, penalties, or fines which the Tenant may suffer as a
result of air, ground or water pollution which requires remediation under any
Environmental Law and is caused by Landlord, its agents and contractors. The
Tenant covenants and agrees to provide the Landlord with 


                                       29
<PAGE>


reasonable notice of any claim or notice served upon it with respect to any
claim that the Tenant is causing air, ground or water pollution in violation of
an Environmental Law; and the Tenant shall take prompt and reasonable steps to
halt, remedy or cure any pollution of air, ground or water which requires
remediation under an Environmental Law and is caused by the Tenant by its use of
the Leased Premises.

     12.4 Tenant expressly covenants and agrees to fully comply with the
provisions of the New Jersey Industrial Site Recovery Act (N.J.S.A. 13:1K-6, et
seq.) "ISRA", and its regulations to the extent applicable, prior to the
termination of the Lease.
 
          (a) The term "evidence of compliance", as used herein, shall mean a
     "letter of non-applicability" issued by the New Jersey Department of
     Environmental Protection ("NJDEP"), or an approved "negative declaration"
     or a "remediation action plan" which has been submitted to the NJDEP for
     approval.

          (b) In the event ISRA is applicable and (a) evidence of Tenant's
     compliance is not delivered to the Landlord and (b) Tenant has not
     attempted to secure evidence from the NJDEP, it is understood and agreed
     that Tenant shall be liable to pay to Landlord an amount equal to two times
     the Monthly Base Rent then in effect, together with all applicable
     additional rent from the date of such surrender until such time as evidence
     of compliance with ISRA has been delivered to the Landlord, and together
     with any costs and expenses incurred by Landlord in enforcing Tenant's
     obligations under this paragraph. Evidence of compliance shall be delivered
     to Landlord, together with all copies of all submissions made to the NJDEP,
     including all environmental reports, validated test results and other
     relevant supporting documentation.

          (c) Tenant shall only be liable to Landlord for regular rent and not
     for double rent as set forth above, if (i) Tenant has submitted all
     documentation initially required by NJDEP to obtain evidence of compliance
     at least 6 months before the expiration of the Lease term and Tenant is
     unable to 


                                       30
<PAGE>


     obtain such evidence prior to the expiration of the Lease term, and (ii)
     Landlord is unable to either refinance or relet the Leased Premises solely
     as a result of Tenant's failure to obtain evidence of compliance.
     Notwithstanding anything to the contrary, it is understood and expressly
     agreed by Landlord and Tenant that Tenant shall not be required to comply
     with the time limits to submit evidence of compliance if the Lease is
     terminated prior to the scheduled expiration of the term of the Lease as a
     result of a reason which is beyond the control of the Tenant, such as a
     casualty or condemnation. In such event, Tenant shall not be liable for any
     rent so long as Tenant diligently attempts to obtain such evidence of
     compliance.

          (d) In the event ISRA is applicable to any other portion of the Office
     Park not under the operation and control of Tenant and Landlord is required
     to apply to the NJDEP for a letter of non-applicability, negative
     declaration or remediation plan, Tenant agrees that it shall fully
     cooperate with Landlord in connection with any information or documentation
     which may be requested of Tenant by the NJDEP, provided Landlord pays all
     Tenant's reasonable expenses and cost thereof. If, in the course of
     Landlord's application, any remediation of the Office Park is required
     which is directly attributable to Tenant's operation of the Leased
     Premises, Tenant expressly covenants and agrees that it shall be
     responsible for only that portion of the remediation which is directly
     attributable to its operation. It is understood and expressly agreed by
     Landlord and Tenant that Tenant shall not be responsible for any rent
     beyond the Lease term as provided for in Paragraph 12(b) or 12(c) if ISRA
     is applicable to a portion of the Office Park not under the operation and
     control of Tenant.

          (e) Tenant hereby represents and warrants that its Standard Industrial
     Classification No. is 8731, and that Tenant shall not generate,
     manufacture, refine, transport, treat, store, handle or dispose of
     "hazardous substances" as the same are defined under ISRA and the
     regulations promulgated pursuant thereto in violation of any Environmental
     Law. 


                                       31
<PAGE>


     Tenant hereby agrees that it shall promptly inform Landlord of any change
     in its SIC number.

          (f) Landlord represents that, to the best of its knowledge, the Leased
     Premises, buildings and Office Park are in compliance with all
     Environmental Laws.

     12.5 The term "Environmental Law" means Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. ss.ss.9601 et
seq., the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. ss.6901 et
seq., the Clean Water Act, 33 U.S.C. ss.ss.1251 et seq., the Safe Drinking Water
Act, 42 U.S.C. ss.ss.3300f et seq., the Hazardous Materials Transportation Act,
49 U.S.C. ss.1801 et seq., the Toxic Substances Control Act ("TSCA"), 15 U.S.C.
ss.2601-2692, et seq., the New Jersey Spill Compensation and Control Act ("NJ
Spill Act"), N.J.S.A. 58:10-23.11 et seq., the New Jersey Industrial Site
Recovery Act ("ISRA"), N.J.S.A. 13:1K-6 et seq, the Safe Drinking Water Act, 42
U.S.C. ss.ss.300f-300j-26, the Clean Air Act, 42 U.S.C. ss.ss.7401 et seq., and
the Hazardous Materials Transportation Act, 49 U.S.C. ss.ss.1801, et seq.; and
any subsequent Environmental Laws of a similar nature.

     130 INSPECTION BY LANDLORD

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


                                       32
<PAGE>



     140 DEFAULT BY TENANT

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

          (a)  (i)  filing of a petition by the Tenant for adjudication as a
                    bankrupt, or for reorganization, or for an arrangement under
                    any federal or state statute, except in a Chapter 11
                    Bankruptcy where the rent and additional rent stipulated
                    herein is being paid and the terms of the lease are being
                    complied with;

               (ii) dissolution or liquidation of the Tenant;

              (iii) appointment of a permanent receiver or a permanent trustee
                    of all or substantially all of the property of the Tenant,
                    if such appointment shall not be vacated or stayed within 90
                    days, provided the rent and additional rent stipulated
                    herein is being paid and the terms of the lease are being
                    complied with, during said 90 day period;

               (iv) taking possession of the property of the Tenant by a
                    governmental officer or agency pursuant to statutory
                    authority for dissolution, rehabilitation, reorganization or
                    liquidation of the Tenant if such taking of possession shall
                    not be vacated or stayed within 90 days, provided the rent
                    and additional rent stipulated herein is being paid and the
                    terms of the lease are being complied with, during said 90
                    day period;

               (v)  making by the Tenant of an assignment for the benefit of
                    creditors.

          (b) Default in the payment of the rent or additional rent herein
     reserved or any part thereof, when due, which continues for 10 days after
     notice from Landlord of such default. However, if Tenant is more than 10
     days late, twice in any 12 month period, then the 10 day period is reduced
     to 5 days upon notice to Tenant; and written notice shall no longer be
     required from Landlord during such 12 month period.

          (c) A default in the performance of any other covenant or condition of
     this lease on the part of the Tenant to be performed for a period of 30
     days after notice. However, no default on the part of Tenant shall be
     deemed 


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<PAGE>


     to exist if it diligently commences efforts to rectify same within such 30
     day period.

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

     14.4 In case this Lease shall be terminated Landlord may, relet the whole
or any portion of the Leased Premises, for any period equal to or greater or
less than the remainder of the then current term, for any sum which it
reasonably may deem appropriate, to any tenant which it may reasonably deem
suitable and satisfactory, and for any use and purpose which it may deem
appropriate. In 


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<PAGE>


connection with any such lease, Landlord may make such changes in the character
of the improvements on the Leased Premises as Landlord may reasonably determine
to be appropriate or helpful in effecting such lease and may grant concessions
or free rent to the extent commercially reasonable. Landlord shall make
reasonable efforts to relet the Leased Premises. Landlord shall not in any event
be required to pay Tenant any sums received by Landlord on a reletting of the
Leased Premises, but this shall not effect Landlord's statutory obligation to
mitigate its damages. Amounts received shall be applied against amounts due from
Tenant.

     14.5 In the event this Lease is terminated and whether or not the Leased
Premises be relet, Landlord shall be entitled to recover from the Tenant all
rent due and all reasonable expenses, including reasonable counsel fees,
incurred by Landlord in recovering possession of the Leased Premises, and all
reasonable costs and charges for the care of the Leased Premises while vacant,
which damages shall be due at such time as they are incurred by Landlord; and a
sum equal to all damages set forth in Paragraph 15. Without any previous notice
or demand, separate actions may be maintained by Landlord against Tenant from
time to time to recover any damages which have become due and payable to the
Landlord without waiting until the end of the term.

     150 LIABILITY OF TENANT FOR DEFICIENCY

     In the event that the relation of the Landlord and Tenant terminates by
reason of:

          (a) an uncured Event of Default by the Tenant and the re-entry of the
     Landlord as permitted herein; or

          (b) by the ejectment of the Tenant by summary proceedings or other
     judicial proceedings; it is hereby agreed that the Tenant shall remain
     liable to pay in monthly payments the rent and any other charges which
     shall accrue. The Tenant expressly agrees to pay as damages for such breach
     of this Lease the difference between the rent


                                       35
<PAGE>


     reserved and the rent received, if any, by the Landlord, during the
     remainder of the unexpired term.

     160 NOTICES

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

     170 NON-WAIVER

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

     180 RIGHT OF TENANT TO MAKE ALTERATIONS AND IMPROVEMENTS

     Upon occupancy the Tenant may make alterations, additions or improvements
to the Leased Premises provided the aggregate cost of same shall be less than
$50,000. If greater than $50,000 then Tenant must obtain the consent of the
Landlord, which shall not be unreasonably withheld or delayed. Tenant 


                                       36
<PAGE>


shall obtain all necessary governmental permits and shall furnish to Landlord
as-built drawings of any alterations, additions or improvements which are made.
Landlord agrees to review any alteration, addition, or improvements proposed by
Tenant within 10 days of receipt of plans and specifications, and advise Tenant
of its decision. If Landlord does not respond in 10 days, consent is deemed
given. Any approval given is not intended to subject the Landlord's property to
liability under any lien law.

     190 NON-LIABILITY OF LANDLORD

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

     200 RESERVATION OF EASEMENT

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

     210 STATEMENT OF ACCEPTANCE


                                       37
<PAGE>



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

     220 FORCE MAJEURE

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

     230 STATEMENTS BY LANDLORD AND TENANT

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

     240 CONDEMNATION

     24.1 If there is a condemnation or any similar proceedings and in Tenant's
reasonable opinion, said taking unreasonably or unduly interferes with the use
of the Leased Premises, the lease term created shall terminate from the date
when the authority exercising the power of eminent domain takes or 


                                       38
<PAGE>


interferes with the use of the Property. The Tenant shall be responsible for the
payment of rent until the time of surrender. In any event, no part of the
Landlord's condemnation award shall be claimed by the Tenant. Without
diminishing Landlord's award, the Tenant shall have the right to make a claim
against the condemning authority for such independent claim which it may have.

     24.2 In the event of any partial taking which would not be cause for
termination of the Lease, or in the event of any partial taking which would
permit termination but Tenant retains the balance of the Leased Premises
remaining after such taking, then the rent shall abate in an amount to be
mutually agreed upon (such agreement not to be unreasonably withheld or delayed)
between the Landlord and Tenant based on the extent of interference with
Tenant's normal use of the Leased Premises. The Landlord shall, to the extent
permitted by applicable law and as the same may be practicable promptly make
such repairs and alterations in order to restore the building and/or
improvements to usable condition to the extent of any condemnation award
received by Landlord.

     250 LANDLORD'S REMEDIES

     25.1 The rights and remedies given to the Landlord in this lease are
distinct, separate and cumulative remedies, and no one of them, whether or not
exercised by the Landlord, shall be deemed to be in exclusion of any of the
others.

     25.2 In addition to any other legal remedies for an Event of Default by the
Tenant or by anyone holding or claiming under the Tenant such Event of Default
shall be restrainable by injunction at the suit of the Landlord.

     25.3 No receipt of money by the Landlord from any receiver, trustee or
custodian or debtors in possession shall reinstate, continue or extend the term
of this lease or affect any notice theretofore given to the Tenant, or to any
such receiver, trustee, custodian or debtor in possession, or operate as a
waiver or estoppel of the right of the Landlord to recover possession of the
Leased Premises for any of the causes therein enumerated by any lawful remedy;
and the 


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<PAGE>


failure of the Landlord to enforce any covenant or condition by reason of its
breach by the Tenant shall not be deemed to void or affect the right of the
Landlord to enforce the same covenant or condition on the occasion of any
subsequent default or breach.

     260 QUIET ENJOYMENT

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

     270 SURRENDER OF PREMISES

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


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<PAGE>


property not removed by Tenant shall be deemed abandoned by Tenant, and Landlord
reserves the right to charge the reasonable cost of removal to the Tenant, for
items which Tenant was required to remove.

     280 HOLDOVER

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

     290 INDEMNITY

     29.1 Anything in this Lease to the contrary notwithstanding but subject to
Paragraph 8.6 hereof, and without limiting the Tenant's obligation to provide
insurance hereunder the Tenant covenants and agrees that it will indemnify,
defend and save harmless the Landlord against and from all liabilities,
obligations, damages, (except consequential damages) penalties, claims, costs,
charges and expenses, including without limitation reasonable attorneys' fees,
which may be imposed upon or incurred by Landlord by reason of any of the
following occurring during the term of this Lease:

          (a) Any claim arising out of Tenant's use, occupancy, control or
     management of the Leased Premises and any part thereof unless arising from
     negligence or willful misconduct of Landlord or any of its agents,
     contractors or employees, or the failure of Landlord to comply with its
     obligations under this Lease;

          (b) Any negligence on the part of the Tenant or any of its agents,
     contractors, servants, employees, licensees or invitees;

          (c) Any accident, injury, damage to any person or property of third
     parties occurring in, or about the Leased Premises unless arising from
     negligence or willful misconduct of Landlord or any of its agents,
     contractors or employees, or the failure of Landlord to comply with its
     obligation under this Lease;


                                       41
<PAGE>



          (d) Any Event of Default.

     Landlord shall promptly notify Tenant of any such claim asserted against it
and shall promptly send to Tenant copies of all papers or legal process served
upon it in connection with any action or proceeding brought against Landlord.

     29.2 Landlord covenants and agrees that it will indemnify, defend and save
harmless the Tenant against and from all liabilities, obligations, damages,
(except consequential damages) penalties, claims, costs, charges and expenses,
including without limitation reasonable attorneys' fees, which may be imposed
upon or incurred by Tenant by reason of any of the following occurring during
the term of this Lease:

          (a) Any claim arising out of Landlord's use, occupancy, control or
     management of the Office Park and any part thereof unless arising from
     negligence or willful misconduct of Tenant or any of its agents,
     contractors or employees, or the failure of Tenant to comply with its
     obligations under this Lease;

          (b) Any negligence on the part of the Landlord or any of its agents,
     contractors, servants, employees, licensees or invitees;

          (c) Any accident, injury, damage to any person or property of third
     parties occurring in, or about the Office Park unless arising from
     negligence or willful misconduct of Tenant or any of its agents,
     contractors or employees, or the failure of Tenant to comply with its
     obligation under this Lease.

     Tenant shall promptly notify Landlord of any such claim asserted against it
and shall promptly send to Landlord copies of all papers or legal process served
upon it in connection with any action or proceeding brought against Tenant.

     300 LEASE CONSTRUCTION

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



                                       42
<PAGE>


     310 BIND AND INURE CLAUSE

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

     320 INCLUSIONS

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

     330 DEFINITION OF TERM "LANDLORD"

     When the term "Landlord" is used in this Lease it shall be construed to
mean and include only the owner of title to the building. Upon the transfer by
the Landlord of the title, the Landlord shall advise the Tenant in writing by
certified mail, return receipt requested, of the name of the Landlord's
transferee. In such event, the Landlord shall be automatically freed and
relieved from and after the date of such transfer of title of all personal
liability with respect to the performance of any of the covenants and
obligations on the part of the Landlord herein contained to be performed,
provided any such transfer and conveyance by the Landlord is expressly subject
to the assumption by the transferee of all of the obligations of the Landlord
hereunder.

     340 COVENANTS OF FURTHER ASSURANCES

     If, in connection with obtaining financing for the improvements on the
Leased Premises, the mortgage lender shall request reasonable modifications in
this Lease as a condition to such financing, Tenant will not unreasonably
withhold, delay or refuse its consent thereto, provided that such modifications
do not in Tenant's reasonable judgment materially increase the obligations or
materially decrease the rights of Tenant hereunder or materially adversely


                                       43
<PAGE>


affect the leasehold interest hereby created or materially adversely affect
Tenant's use and enjoyment of the Leased Premises. Notwithstanding anything
contained in this paragraph, the rent shall not increase.

     350 COVENANT AGAINST LIENS

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

     360 SUBORDINATION

     This Lease shall be subject and subordinate at all times to the lien of any
mortgages or other encumbrances now or hereafter placed on the land and building
and Leased Premises without the necessity of any further instrument or act on
the part of Tenant to effectuate such subordination. However, Tenant agrees to
execute such further documents evidencing the subordination of the Lease to the
lien of any mortgage or ground lease as shall be reasonably requested by
Landlord. It is a condition precedent to Tenant's obligation to pay rent
hereunder and the foregoing subordination, that Landlord shall provide Tenant
with a non-disturbance agreement from any current or future mortgagee, which
shall provide that so long as no Event of Default has occurred and is
continuing, Tenant's rights under this lease shall not be disturbed. Landlord
shall provide Tenant with the non-disturbance agreement from any such current or
future mortgagee within the later of loan closing or 60 days of Lease execution.
Notwithstanding any language to the contrary contained herein, this Lease shall
not be subordinated until Tenant receives a copy of the non-disturbance
agreement.

     370 EXCULPATION OF LANDLORD

     Neither Landlord nor its principals shall have any personal obligation for
payment of any indebtedness or for the performance of any


                                       44
<PAGE>


obligation under this Lease. The performance of Landlord's obligations expressed
herein may be enforced only against the land and building, and the rents, issues
and profits thereof and insurance and condemnation proceeds. The Tenant agrees
that no deficiency judgment or other judgment for money damages shall be entered
by it against the Landlord or its principals personally in any action. This
exculpation provision shall not apply to misappropriation of Tenant's security
deposit or the aforesaid letter of credit.

     380 SECURITY

     The Tenant shall deposit with the Landlord 1 month's security, calculated
in accordance with Paragraph 4.1, as security for the full and faithful
performance of its obligations under this Lease. Payment shall be made 1/3 each
month for the first 3 months of the Lease Term. Upon termination of this Lease,
and providing that at such time no Event of Default has occurred and is
continuing, the Landlord shall return the security deposit to the Tenant within
30 days of the date of termination. Tenant covenants and agrees that it will not
assign, pledge, hypothecate, mortgage or otherwise encumber the security during
the term of this Lease. It is expressly understood and agreed that the Landlord
shall not be required to segregate the security.

     390 BROKERAGE

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

     400 LATE CHARGES

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

     410 OPTION TO RENEW



                                       45
<PAGE>


     41.1 Provided there is no continuing Event of Default, Tenant has the right
to renew the lease, for two 5 year periods, to commence at the end of the
initial term of this Lease. The renewal shall be upon the same terms and
conditions as contained in this Lease, except as follows:

          (a) For the first 5 year renewal period, the annual rent per square
     foot shall be the lesser of $28.00 or the average of the rent then paid by
     2 of Landlord's existing tenants, Biomira USA, Inc. at 1002 Eastpark Blvd.,
     Cranbury, NJ, and Pharmacopeia, Inc., at 3000 Eastpark Blvd., Cranbury, NJ
     or their successors or assigns. In the event either of those tenants, its
     successor or assigns have vacated the premises, then the rent for the
     laboratory/office space shall be the lesser of $28.00 or $25.50 times 1
     plus the percentage increase in the Consumer Price Index ("CPI") over the
     initial 10 years of the lease term; and the rent for the executive office
     space shall be the lesser of $18.43 or $16.75 times 1 plus the percentage
     increase in the CPI during the same term. The CPI to be used shall be the
     "All Items" index figures for the N.Y. Northeastern N.J. average of the CPI
     for All Urban Consumers (revised CPI-U) (1982-1984 = 100) published by the
     U.S. Department of Labor. The rent for all expansion Phases during both
     renewal terms shall be as set forth in Paragraph 4.2.

          (b) For the second 5 year renewal period, the rent per square foot
     shall be the rent during the first 5 year renewal period increased by 10%.

     41.2 Since the rent payment for at least the first month of the renewal
term will have been paid prior to the determination of any applicable rent
increase in excess of the Original Base Rent, any increase for months already
elapsed after commencement of the renewal term shall be added to the next
monthly rent payment then becoming due and payable.

     41.3 The options of the Tenant to renew this Lease are expressly
conditioned upon the Tenant delivering to the Landlord a notice, in writing, by
certified mail, return receipt requested at least 9 months prior to the date
fixed for 


                                       46
<PAGE>


termination of the original Lease term or any renewal term, provided Landlord
will allow Tenant to exercise the option in less than 9 months if Landlord has
not first given a notice to Tenant of the pendency of the option.

     41.4 In the event that the Index figure is discontinued the parties shall
agree on an equivalent and substituted Cost of Living Index to be applied in the
same manner. In the event the parties cannot mutually agree as to a substituted
Index, then the issue shall be submitted for arbitration to the American
Arbitration Association to take place in New Brunswick or any of its contiguous
municipalities, with the cost thereof divided between the parties. If the base
year (1982-84 equal to 100) hereinabove referred to with respect to the "Index"
shall be changed after the execution of the Lease, appropriate adjustments based
on such new Index shall be made so as to have a proper application of the Cost
of Living formula.

     420 RIGHT TO LEASE ADDITIONAL SPACE

     42.1 Landlord shall not attempt to rent any other space at 8 Cedar Brook
Drive until commencement of the erection of the structural steel. Thereafter,
Landlord shall be free to lease space in any area where Tenant is not paying a
Reservation Fee, subject to a right of first refusal by Tenant as provided in
Paragraph 42.3. Provided Tenant has not given the notice under Paragraph 4.2(i),
Landlord shall agree to lease portions of Phase 3 from north to south.

     42.2 If Tenant has leased all of Phase 2 or is paying the Reservation Fee
thereon, Tenant shall have, for a 2 year period from the Commencement Date, the
right of first refusal pursuant to Paragraph 42.3 for all, or the portion of
Phase 3 not then reserved, at the rental rates set forth in paragraph 4.2.
However, if Tenant has not leased all of Phase 2 and provides Landlord with the
notice required under Paragraph 4.2(i) that it is cancelling its option to lease
such space or the 2 year period has expired, and as a result Tenant ceases to
pay the Reservation Fee for Phase 2, the right of first refusal with regard to
Phase 3 shall 


                                       47
<PAGE>


immediately terminate and it shall have the right of first offer set forth in
Paragraph 42.4.

     42.3 If Landlord negotiates any lease for Phases 2 or 3 or any portion
thereof while such space is still subject to Tenant's right of first refusal, it
shall give Tenant written notice of same. Tenant shall then have 21 calendar
days to notify Landlord that it will lease the space in which the third party is
interested, at the rent set forth in Paragraph 4.2. If Tenant declines to
exercise its right of first refusal to rent such space, it shall still have the
option of reserving that space, by paying Landlord $8/sq. ft., inclusive of
common area maintenance and real estate taxes. Such reserved space may only be
cancelled upon Tenant giving to Landlord 6 months notice. The provisions for the
termination of the Reservation Fee shall also apply to the $8/sq. ft. amount set
forth in this subparagraph and in Subparagraph 42.4.

     42.4 If all of Tenant's rights of first refusal have expired, Landlord
agrees that Tenant shall still have the right to meet any serious offers to
lease space in the building that Landlord makes to other tenants. It is the
intent of this Lease that each party will cooperate with the other and keep the
other party reasonably advised of its plans with regard to expansion and
leasing. In that regard to the extent that Landlord is entertaining a serious
offer from a third party to lease any space in the building, it will notify
Tenant of same and Tenant shall sign a confidentiality agreement with regard to
the details of said lease negotiations. Tenant shall then have a period of 14
calendar days to notify Landlord that it will either meet the third party offer
for the space; reserve the space at $8.00/sq. ft., inclusive of common area
maintenance and real estate taxes; or reject the offer and allow Landlord to
lease said space to the third party on substantially the same terms contained in
the original offer. If Tenant reserves said space, it may only cancel upon
Tenant giving Landlord 6 months notice. However, if Tenant does cancel, then
Landlord shall be free to market 


                                       48
<PAGE>


that particular space without any further right to offer the space to Tenant in
the future.

     42.5 In the event Tenant declines to lease or reserve any expansion Phases,
Landlord will make reasonable efforts, without any guarantee of results, to
include a clause in any third party tenant's lease that requires that tenant to
relocate if Tenant decides to lease the space. If, after Tenant gives notice
that it intends to lease the space occupied by the third party tenant, the
Landlord is only able to relocate said tenant to new space at a lower than
market rent, then Tenant shall either (1) revoke its notice of intention to
lease the third party tenant's space; or (2) pay, on a quarterly basis, the
differential between the rent the tenant was paying and the lower than market
rent the tenant will pay in the space to which it is relocated.

     43. MEMORANDUM OF LEASE

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


                                       49
<PAGE>


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



                                   CEDAR BROOK CORPORATE CENTER, L.P.
WITNESS:


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


                                   TRANSCELL TECHNOLOGIES, INC.
ATTEST:


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




                                       50
<PAGE>



                                   SCHEDULE A

                                   DESCRIPTION








                                       51
<PAGE>


                                                                      
                                 G U A R A N T Y


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

     Guarantor further covenants and agrees that this agreement and guaranty
shall remain and continue in full force and effect as to any amendment,
modification, renewal or extension of the Lease, to all of which Guarantor
hereby consents in advance, provided however and only to the extent same do not
increase the term of the lease, the amount of space leased or the rent, and no
course of 


<PAGE>


dealing between Landlord, its successors and assigns, and Tenant, its successors
and assigns, shall diminish, impair in any respect or abrogate the obligation of
Guarantor hereunder except as hereinabove set forth.

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

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

     Guarantor acknowledges that Tenant, its successors and assigns, may assign
the Lease pursuant to Paragraph 10 thereof, and Guarantor hereby agrees that no
assignment(s) or transfer(s) of the Lease by Tenant or any succeeding Tenant(s)
shall operate to extinguish or diminish the liability of the Guarantor under
this Guaranty, and that Guarantor shall, nevertheless, remain fully liable under
this Guaranty during the 5 year term of this Guaranty, unless Landlord following
any such assignment, shall determine in its sole and absolute judgment that the
financial responsibility of such assignee and/or any guarantor of the
obligations of such assignee under the Lease are satisfactory to Landlord, and
Landlord, in its sole and absolute discretion, shall elect to release the
Guarantor from its obligations hereunder. Notwithstanding the above, Landlord
agrees that in the event Guarantor (a) sells the Tenant; or (b) the Tenant
assigns the Lease pursuant to Paragraph 10 of the Lease; or (c) Tenant becomes a
publicly owned company; and the purchasing company, the assignee or the public
company, as the case may be, has an amount of cash equal to or greater than the
amount of cash possessed by Guarantor at the time the Lease is signed, then this
Guaranty shall automatically expire. If the purchasing company, the assignee or
the public company has less cash than Guarantor at the time the Lease is signed,
but has at lease fifty million dollars in cash, then Landlord shall release
Guarantor from this Guaranty if such entity either (1) provides Landlord with an
unconditional Letter of Credit, or another form of collateral which is
reasonably satisfactory to both Landlord and the 


                                      -53-
<PAGE>


lender that financed the Tenant Improvements, for all rent to come due for the
balance of the 5 year guarantee period and the balloon payment set forth in
Paragraph 3.1(b) of the Lease; or (2) agrees to add to the rent due Landlord in
Paragraph 4 of the Lease an additional $3.00/sq. ft. from the date of the sale,
assignment or public issue, as the case may be, to the end of the 6th full year
of the Lease term. In the event the purchasing company, the assignee or the
public company elects option (2), and maintains cash of at least fifty million
dollars for 4 consecutive quarters after said election, then the $3.00/sq. ft.
additional rent shall decrease to $1.50/sq. ft. at the start of the 5th quarter
and continue at that level until the end of the 6th full year of the Lease term.

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

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


                                      -54-
<PAGE>


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

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

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

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

ATTEST:                                 INTERNEURON PHARMACEUTICALS, INC.


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



                                      -55-
<PAGE>



                               AMENDMENT TO LEASE


     AMENDMENT TO LEASE dated June 23, 1998, by and between CEDAR BROOK
CORPORATE CENTER, L.P., having an office at 1000 Eastpark Boulevard, Cranbury,
New Jersey 08512 (hereinafter called the "Landlord"); and INTERCARDIA, INC.,
having an office at 8 Cedar Brook Drive, Cranbury, New Jersey 08512 (hereinafter
called "Intercardia" or the "Tenant").

                              W I T N E S S E T H :

     WHEREAS, Tenant entered into a Lease Agreement dated September 19, 1996
("Lease"), in connection with the leasing of laboratory/office space at 8 Cedar
Brook Drive, Cranbury, New Jersey 08512; and

     WHEREAS, the parties wish to amend the Lease;

     NOW, THEREFORE, the parties hereto covenant and agree as follows:

     1. Pursuant to Paragraph 1.2 of the Lease, Tenant has an option to expand
the Leased Premises by renting an adjacent area referred to as Phase 2B and
consisting of 10,682 square feet. The parties have agreed that the Landlord
shall have the right to use approximately 5,444 square feet of Phase 2B as shown
on Schedule A attached hereto for temporary office space ("Temporary Office
Space") until approximately January 1, 1999.

     2. During the time that the Landlord is utilizing the Temporary Office
Space, Tenant shall not be responsible for paying any Reservation Fee or utility
cost for said area (approximately 5,444 square feet). Utilities for said space
shall be the responsibility of Landlord.

     3. At the conclusion of the Tenant's use of the Temporary Office Space,
Intercardia shall have the following three (3) options to choose from:

          i. The Temporary Office Space shall remain "as is" and Intercardia
     shall resume paying the original (full) Reservation Fee.

          ii. Intercardia can take over the occupancy of the Temporary Office
     Space in "as is" condition and pay $12.50 per square foot (net) for the
     approximately 5,444 square feet and continue to pay the $5.00 per square
     foot Reservation Fee for the remainder of the original reserved area.

          iii. Landlord agrees to return the Temporary Office Space to the 


                                       56
<PAGE>


     same unfinished condition it is now immediately upon Intercardia exercising
     their rights under the Lease Agreement to commence use of the Reserved
     Space. Landlord shall then (if required) return the space to its original
     condition at its own expense.

     4. Except as hereinabove referred to, all other terms and conditions of the
Lease shall remain in full force and effect, unimpaired and unmodified.
 
     5. This Agreement shall be binding upon the parties hereto, their heirs,
successors, and assigns.

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


                             CEDAR BROOK CORPORATE CENTER, L.P.



                             BY:                            
                                 -----------------------------------------------
                                 A. JOSEPH STERN


                             INTERCARDIA, INC.



                             BY:
                                 -----------------------------------------------
                                 RICHARD W. REICHOW
                                 Senior Vice President & Chief Financial Officer