AMENDMENT NO. 1 TO LEASE

         This Amendment No.1 to Lease (this "Amendment") dated as of June 19,
2002, is made between The Connell Company, a New Jersey corporation
("Landlord"), and Genta Incorporated, a Delaware corporation ("Tenant").

         WHEREAS, Landlord and Tenant entered into a lease dated as of June 28,
2000 (the "Lease"; capitalized terms used herein and not otherwise defined
having the meaning set forth in the Lease) pursuant to which Tenant is leasing
certain space specified therein from Landlord;

         WHEREAS, Landlord and Expanets, Inc. (f/k/a Communications Systems USA,
Inc.) ("Expanets") entered into a lease dated as of December 2, 1998 (the
"Expanets Lease") pursuant to which Expanets is leasing certain space specified
therein from Landlord;

         WHEREAS, Tenant is subleasing from Expanets certain space leased from
Landlord to Expanets under the Expanets Lease as more fully described in that
certain sublease dated as of August 13, 2001 between Expanets and Tenant;

         WHEREAS, Landlord and Tenant desire, among other things, to have Tenant
lease additional space from Landlord, to place the space being subleased to
Tenant by Expanets under direct lease from Landlord to Tenant once such sublease
expires, and to extend the term of the original lease between Landlord and
Tenant (and to make the lease of all space leased by Tenant coterminous); and

         WHEREAS, Landlord and Tenant desire to reflect the foregoing and to
amend certain portions of the Lease;

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

         SECTION 1. AMENDMENTS TO THE LEASE.

         1.1. Section 1.01 of the Lease is amended by deleting the words "Two
Oak Way" in the first line of such Section 1.01, and inserting in their place
the words "Two Connell Drive".

         1.2. Section 1.02 of the Lease is amended by deleting such Section 1.02
in its entirety (other than the heading "Section 1.02. Demised Premises") and
inserting in its place the following:

         The phrase "Demised Premises" shall have a different definition for
         different phases of the Term of this Lease. (A) Prior to the Expansion
         Effective Date, the "Demised Premises" shall mean the portion of the
         Building leased to Tenant, including terrace, if any, consisting of
         10,455 usable square feet of floor area converted to 12,807 rentable
         square feet of floor area by multiplying the usable square feet by
         122.5%, and located on the second floor and designated as "Initial
         Demised Premises" on the Rental Plan (which is attached hereto as
         Exhibit B; such space also being referred to herein sometimes as the
         "Initial Demised Premises"). (B) Effective as of the Expansion
         Effective Date and until (but excluding) the Expanets Sublease
         Expansion Date, the "Demised Premises" shall mean the portion of

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         the Building leased to Tenant, including terrace, if any, consisting of
         (i) 56,491 usable square feet of floor area converted to 69,201
         rentable square feet of floor area by multiplying the usable square
         feet by 122.5%, and located on the fifth floor and designated as
         "Expansion Demised Premises" on the Rental Plan (which is attached
         hereto as Exhibit B-1; such space also being referred to herein
         sometimes as the "Expansion Demised Premises") plus (ii) the Initial
         Demised Premises (the total rentable square footage of the Demised
         Premises therefore being equal to 82,008 rentable square feet). (C)
         Effective as of the Expanets Sublease Expansion Date and thereafter,
         the "Demised Premises" shall mean the portion of the Building leased to
         Tenant, including terrace, if any, consisting of (x) 9,516 usable
         square feet of floor area converted to 11,657 rentable square feet of
         floor area by multiplying the usable square feet by 122.5%, and located
         on the North Wing of the second floor and designated as "Additional
         Expanets Demised Premises" on the Rental Plan (which is attached hereto
         as Exhibit B-2; such space also being referred to herein sometimes as
         the "Additional Expanets Demised Premises"), plus (y) the Initial
         Demised Premises, plus (z) the Expansion Demised Premises (the total
         rentable square footage of the Demised Premises therefore being equal
         to 93,665 rentable square feet). The Demised Premises includes any
         alterations, additions, improvements or repairs of any nature made
         thereto. This computation of rentable square footage shall be binding
         and conclusive on the parties and their successors and assigns.

         1.3. Section 1.03 of the Lease is amended by deleting such Section 1.03
in its entirety (other than the heading "Section 1.03. Base Rent"), and
inserting in its place the following:

         "Base Rent" during the Term of the Lease shall equal the applicable
         amount set forth below:

         (i)      Prior to March 1, 2003: $25.00 per rentable square foot of the
                  Initial Demised Premises per annum, or $320,175.00 in the
                  aggregate per annum (or $26,681.25 per month).

         (ii)     From (and including) March 1, 2003 up to (and including)
                  February 29, 2004: $173,733.38 per month, which equals the sum
                  of the following amounts:

                  (a)      Initial Demised Premises: $25.00 per rentable square
                           foot of the Initial Demised Premises per annum, or
                           $320,175.00 in the aggregate per annum (or $26,681.25
                           per month), plus

                  (b)      Expansion Demised Premises: $25.50 per rentable
                           square foot of the Expansion Demised Premises per
                           annum, or $1,764,625.50 in the aggregate per annum
                           (or $147,052.13 per month).

         (iii)    From (and including) March 1, 2004 up to (and including)
                  October 31, 2005: $198,504.51 per month, which equals the sum
                  of the following amounts:

                  (a)      Initial Demised Premises: $25.00 per rentable square
                           foot of the Initial Demised Premises per annum, or
                           $320,175.00 in the aggregate per annum (or $26,681.25
                           per month), plus

                  (b)      Expansion Demised Premises: $25.50 per rentable
                           square foot of the Expansion Demised Premises per
                           annum, or $1,764,625.50 in the aggregate per annum
                           (or $147,052.13 per month), plus

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                  (c)      Additional Expanets Demised Premises: $25.50 per
                           rentable square foot of the Additional Expanets
                           Demised Premises per annum, or $297,253.50 in the
                           aggregate per annum (or $24,771.13 per month).

         (iv)     From (and including) November 1, 2005 up to (and including)
                  February 28, 2006: $199,038.14 per month, which equals the sum
                  of the following amounts:

                  (a)      Initial Demised Premises: $25.50 per rentable square
                           foot of the Initial Demised Premises per annum, or
                           $326,578.50 in the aggregate per annum (or $27,214.88
                           per month), plus

                  (b)      Expansion Demised Premises: $25.50 per rentable
                           square foot of the Expansion Demised Premises per
                           annum, or $1,764,625.50 in the aggregate per annum
                           (or $147,052.13 per month), plus

                  (c)      Additional Expanets Demised Premises: $25.50 per
                           rentable square foot of the Additional Expanets
                           Demised Premises per annum, or $297,253.50 in the
                           aggregate per annum (or $24,771.13 per month).

         (v)      From (and including) March 1, 2006 up to (and including)
                  February 28, 2010, $214,648.97 per month, which equals the sum
                  of the following amounts:

                  (a)      Initial Demised Premises: $27.50 per rentable square
                           foot of the Initial Demised Premises per annum, or
                           $352,192.50 in the aggregate per annum (or $29,349.38
                           per month), plus

                  (b)      Expansion Demised Premises: $27.50 per rentable
                           square foot of the Expansion Demised Premises per
                           annum, or $1,903,027.50 in the aggregate per annum
                           (or $158,585.63 per month), plus

                  (c)      Additional Expanets Demised Premises: $27.50 per
                           rentable square foot of the Additional Expanets
                           Demised Premises per annum, or $320,567.50 in the
                           aggregate per annum (or $26,713.96 per month).

         provided, however, that during any renewal term, Base Rent shall be an
         amount determined pursuant to Section 4.01(b) hereof. Base Rent shall
         be payable per Section 5.01 hereof; it being understood that payment
         for electricity per Section 8.02 hereof is an amount in addition to
         Base Rent.

         1.4. Section 1.04(a) of the Lease is amended by inserting the words
"allocated to the Initial Demised Premises (at the rate set forth in Section
1.03(iii)(a) hereof)" after the words "Base Rent" in the ninth line of such
Section 1.04 (a).

         1.5. Section 1.04(c) of the Lease is amended by deleting such Section
1.04(c) in its entirety, and inserting in its place the following:

                  (c) Notwithstanding the foregoing, the parties agree that the
         Required Letter of Credit Amount shall be subject to the following
         reductions (as applicable): (i) if the FDA Milestone (as defined in
         Section 1.08 hereof) is achieved, then the Required Letter of Credit
         Amount shall be reduced to $106,725.00 (which amount equals four (4)
         months of Base Rent for the Initial Demised Premises at the rate set
         forth in Section 1.03(iii)(a) hereof) and (ii) if the Cash Flow
         Milestone (as defined in Section 1.08 hereof) is achieved, then the
         Required Letter of Credit Amount shall be reduced to $53,362.50 (which
         amount equals two (2) months of Base Rent for the Initial Demised
         Premises at the rate set forth in Section 1.03(iii)(a) hereof). In
         addition, the Required Letter of Credit Amount shall be subject to
         reduction in accordance with Section 1.09(f) hereof.

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<PAGE>

         1.6. Section 1.05 of the Lease is amended by deleting such Section 1.05
in its entirety (other than the heading "Section 1.05. Term") and inserting in
its place the following:

         The "Term" of this Lease shall commence on the Commencement Date and
         shall continue until the Expiration Date, unless sooner terminated or
         renewed in accordance with the provisions of this Lease. If Tenant
         exercises the Renewal Option pursuant to Section 4.01(a) hereof, the
         "Term" shall include the renewal period.

         1.7. Section 1.06 of the Lease is amended by deleting such Section 1.06
in its entirety (other than the heading "Section 1.06. Tenant's Pro Rata Share")
and inserting in its place the following:

         For purposes of this Lease, Tenant's Pro Rata Share shall be the ratio
         of the total rentable square footage of the Demised Premises to the
         total rentable square footage of the Building. Landlord and Tenant have
         determined that Tenant's Pro Rata Share shall mean applicable
         percentage set forth below:

         (i)      Prior to March 1, 2003: 4.103%, calculated as follows: Demised
                  Premises of 12,807 rentable sq. ft. divided by the rental Area
                  of Building of 312,143 sq. ft. = 0.04103 x 100 = 4.103%.

         (ii)     From (and including) March 1, 2003 up to (and including)
                  February 29, 2004: 26.273%, calculated as follows: Demised
                  Premises of 82,008 rentable sq. ft. divided by the rental Area
                  of Building of 312,143 sq. ft. = 0.26273 x 100 = 26.273%.

         (iii)    From (and including) March 1, 2004 up to (and including)
                  February 28, 2010: 30.007%, calculated as follows: Demised
                  Premises of 93,665 rentable sq. ft. divided by the rental Area
                  of Building of 312,143 sq. ft. = 0.30007 x 100 = 30.007%.

         The determinations of Tenant's Pro Rata Share set forth above shall be
         binding and conclusive on the parties, and their successors and
         assigns.

         1.8. Section 1.07 of the Lease is amended by deleting such Section 1.07
in its entirety and inserting in its place the following new Section 1.07:

         Section 1.07. Interim Rent:

         Landlord and Tenant agree that in the event Tenant takes possession of
         the Expansion Demised Premises (or any portion thereof) and commences
         conducting business in the Expansion Demised Premises on a date prior
         to March 1, 2003 (such earlier date being referred to as the "Early
         Occupancy Date"), then during the period commencing on the Early
         Occupancy Date and ending on February 28, 2003 (such period being
         referred to as the "Early Occupancy Period"), Tenant shall pay
         Landlord, as "Expansion Demised Premises Interim Rent" for the
         Expansion Demised Premises, an amount equal to 8.25 per rentable square
         foot per annum (plus a Tenant electric charge of $1.35 per rentable
         square foot per annum) for the portion of the Expansion Demised
         Premises actually used by Tenant in the conduct of its business, in
         each case pro-rated for the number of days in such Early Occupancy
         Period; it being agreed that for purposes of this calculation, if


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<PAGE>

         the amount of rentable square footage of the Expansion Demised Premises
         used by Tenant is not a multiple of 5,000 (i.e., 5,000; 10,000; 15,000,
         etc.), then the amount of rentable square footage of the Expansion
         Demised Premises deemed "actually used" by Tenant shall be rounded up
         to the next highest 5,000 rentable square footage amount. (For example,
         (1) if the amount of space in the Expansion Demised Premises which
         Tenant uses equals 1,500 rentable square feet, then Tenant shall be
         deemed to be actually using 5,000 rentable square feet of the Expansion
         Demised Premises and (2) if the amount of space in the Expansion
         Demised Premises which Tenant uses equals 5,001 rentable square feet,
         then Tenant shall be deemed to be actually using 10,000 rentable square
         feet of the Expansion Demised Premises.) Expansion Demised Premises
         Interim Rent shall be communicated to Tenant by written notice at the
         end of the first month of the Early Occupancy Period, along with an
         invoice. Expansion Demised Premise Interim Rent shall be billed monthly
         and shall be due and payable thirty (30) days after Tenant's receipt of
         such invoice. In the event there is any such Early Occupancy Period,
         then effective as of Early Occupancy Date the term "Demised Premises"
         shall include the portion of the Expansion Demised Premises actually
         used by Tenant in the conduct of its business (it being understood for
         purposes of clarification that there shall not be an increase in the
         Base Rent charge set forth in Section 1.03 hereof as a result of any
         such Early Occupancy Period, other than for the Expansion Demised
         Premises Interim Rent set forth in this Section 1.07). Notwithstanding
         anything contained in this Section, Tenant in no event shall have right
         to take possession of the Expansion Demised Premised or commence
         conducting business therein prior to the date of the expiration of
         Landlord's lease with its current tenant (Agere Systems Inc.) of the
         Expansion Demised Premised (which lease is scheduled to expire on
         August 31, 2002).

         1.9. The Lease is amended by inserting the following new Sections 1.08
and 1.09 immediately after Section 1.07 of the Lease:

         Section 1.08. Security Deposit Amount:

                  (a) Except as otherwise provided in Section 1.09(f) hereof,
         Tenant shall, commencing on January 15, 2003 and at all times
         thereafter during the term of this Lease, have deposited with Landlord,
         as a security deposit (the "Security Deposit") an amount equal to the
         Required Security Deposit Amount (as defined in Section 1.08(b)
         hereof).

                  (b) The "Required Security Deposit Amount" shall mean the
         applicable amount set forth below:

                  (i)      $1,029,364.91 (which amount equals seven (7) months
                           of Base Rent for the Expansion Demised Premises, at
                           the rate set forth in Section 1.03(iii)(b) hereof),
                           unless and until reduced in accordance with clause
                           (ii) and/or clause (iii) below or increased in
                           accordance with clause (v) below.

                  (ii)     In the event Tenant receives full and unconditional
                           approval from the Food and Drug Administration for
                           its Genasense product (such occurrence being referred
                           to as


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<PAGE>

                           the "FDA Milestone"), then the Required Security
                           Deposit Amount shall be reduced to $588,208.52 (which
                           amount equals four (4) months of Base Rent for the
                           Expansion Demised Premises, at the rate set forth in
                           Section 1.03(iii)(b) hereof).

                  (iii)    In the event (x) the FDA Milestone is achieved, and
                           (y) Tenant's EBITDA (as determined in accordance with
                           GAAP) for the immediately preceding four calendar
                           quarters, is equal to or greater than $10,000,000,
                           then the Required Security Deposit Amount shall be
                           reduced to $294,104.24 (which amount equals two (2)
                           months of Base Rent for the Expansion Demised
                           Premises, at the rates set forth in Section
                           1.03(iii)(b) hereof). The achievement of all of the
                           occurrences described in clauses (x) and (y) above is
                           referred to as the "Cash Flow Milestone."

                  (iv)     Achievement by Tenant of each of the FDA Milestone
                           and the Cash Flow Milestone shall be communicated to
                           Landlord by Tenant along with documentation,
                           reasonably satisfactory to Landlord, evidencing the
                           same, whereupon Landlord shall, within thirty (30)
                           days after receiving such documentation, return the
                           excess Security Deposit (including any interest
                           having accrued thereon) to Tenant.

                  (v)      In the event (x) the Required Security Deposit Amount
                           shall not have been reduced pursuant to either clause
                           (ii) or (iii) above and (y) the Financial Trigger (as
                           defined below) has occurred, then the Required
                           Security Deposit Amount shall be increased to
                           $1,323,469.10 (which amount equals nine (9) months of
                           Base Rent for the Expansion Demised Premises, at the
                           rate set forth in Section 1.03(iii)(b) hereof).
                           Tenant shall deposit funds with Landlord to satisfy
                           such increase in the Required Security Deposit Amount
                           no later than thirty (30) days after Landlord's
                           written request to Tenant to provide such increased
                           amount. The parties agree that in the event the
                           Required Security Deposit Amount is increased
                           pursuant to this clause (v), then the Required
                           Security Deposit Amount may still be reduced in
                           accordance with clauses (ii) and/or (iii) above in
                           the event the conditions described in such clauses
                           (ii) and/or (iii) are satisfied. The term "Financial
                           Trigger" means that either (A) the sum of Tenant's
                           cash, cash equivalents and accounts receivables from
                           Aventis are less than $50,000,000 or (B) Tenant's net
                           worth is less than $40,000,000. Tenant shall
                           immediately notify Landlord upon the occurrence of
                           the Financial Trigger. If requested by Landlord,
                           Tenant shall furnish Landlord with evidence as to
                           whether or not the Financial Trigger has occurred.

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<PAGE>

         Section 1.09. Security Deposit Provisions:

                  (a) The Security Deposit is security for the full and faithful
         performance by Tenant of all of its obligations under this Lease; it
         being understood for purposes of clarification that such amount is in
         addition to the security provided to Landlord by the Letter of Credit
         required pursuant to Section 1.04 hereof (the initial Letter of Credit
         provided by Tenant under Section 1.04 being referred to sometimes as
         the "Initial LC"). If an Event of Default (as herein defined) has
         occurred, Landlord may use, apply or retain the whole or any part of
         the Security Deposit for the payment of (i) Rent or any other sums of
         money which Tenant may not have paid or which may become due after the
         occurrence of the Event of Default; (ii) any sum expended by Landlord
         on Tenant's behalf in accordance with the provisions of this Lease; or
         (iii) any sum which Landlord may expend or be required to expend by
         reason of such Event of Default, including any damages or deficiency in
         the re-letting of the Demised Premises (it being understood for
         purposes of this clause (iii) that the "Demised Premises" shall include
         the Initial Demised Premises, the Expansion Demised Premises and the
         Additional Expanets Demised Premises, even if, at such time, any such
         space is not included within the definition of Demised Premises) in
         connection with Article XVI hereof. In the case of every such
         application, or retention during the Lease Term, Tenant shall, on
         demand, pay to Landlord a sum equal to that so applied or retained,
         which shall be added to the Security Deposit so that the same shall be
         restored to the then applicable Required Security Deposit Amount.
         Landlord may use, apply or retain the whole or any part of the Security
         Deposit for the repair of damage to the Demised Premises upon Tenant's
         surrender of the Demised Premises on Expiration Date. The use,
         application or retention of the Security Deposit or portion thereof by
         Landlord shall not prevent Landlord from exercising any other right or
         remedy provided for hereunder or at law shall not operate as a
         limitation on any recovery to which Landlord may otherwise be entitled.

                  (b) Landlord shall maintain the Security Deposit in an
         interest bearing money market account with a nationally recognized
         financial institution, each as selected by Landlord, and shall not
         commingle the Security Deposit with other funds of Landlord. Interest
         that accrues on the Security Deposit shall become part of the Security
         Deposit and shall be returned to Tenant in accordance with Sections
         1.08(b) and 1.09(c) hereof.

                  (c) If Tenant shall fully and faithfully comply with all of
         the provisions of this Lease, the Security Deposit or any balance
         thereof shall be returned to Tenant within thirty (30) days after the
         Expiration Date or upon any later date after which Tenant has vacated
         the Demised Premises. In the absence of evidence reasonably
         satisfactory to Landlord of any assignment of the right to receive the
         Security Deposit or the remaining balance thereof, Landlord may return
         the Security Deposit to the original Tenant regardless of one or more
         assignments of Tenant's interest in such Security Deposit. In such
         event, upon the return of such Security Deposit or balance thereof to
         the original Tenant, Landlord shall be completely relieved of liability
         hereunder.

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<PAGE>

                  (d) Tenant covenants and agrees that it shall not assign,
         pledge, hypothecate, mortgage or otherwise encumber the Security
         Deposit during the Term of the Lease.

                  (e) The Security Deposit may be transferred to any purchaser
         of Landlord's interest in the Building or the Real Estate, provided as
         a condition of such transfer, the transferee assumes, in writing, the
         Landlord's obligations under this Lease, including without limitation
         the obligation to hold the same pursuant to this Section 1.09. Upon
         such transfer and Landlord's notice to Tenant of such transfer,
         Landlord shall be relieved of any obligation with respect thereto.

                  (f) Notwithstanding the provisions of Section 1.09 hereof or
         Section 1.04 hereof, Landlord and Tenant agree that Tenant may, from
         time to time, upon five (5) business days prior written notice to
         Landlord (but subject to there being no Event of Default which has
         occurred and is continuing), provide substitute security to Landlord by
         exercising any of the following options (each a "Replacement Security
         Option"):

                  (A)      replace the then current Initial LC with cash in the
                           then Required Letter of Credit Amount, by depositing
                           the same with Landlord as an additional amount to the
                           Security Deposit, in which case (I) such additional
                           amount so deposited shall become part of the Security
                           Deposit and shall be subject to the terms of this
                           Lease (including, without limitation, Section 1.09
                           hereof), (II) the Required Security Deposit Amount
                           shall be increased by the additional amount so
                           deposited (and thereafter shall be subject to
                           reduction when and as the Required Letter of Credit
                           Amount would have been reduced had the Initial LC
                           been maintained) and the Required Letter of Credit
                           Amount shall thereafter be zero, and (III) upon such
                           deposit in accordance with the terms hereof, Landlord
                           shall promptly (but no later than seven (7) business
                           days thereafter) return the Initial LC to Tenant
                           without further draw thereon; or

                  (B)      provide an additional Letter of Credit to Landlord in
                           lieu of the required Security Deposit, with such new
                           Letter of Credit (sometimes referred to herein as the
                           "Second LC") having an available amount equal to the
                           Required Security Deposit Amount at such time, in
                           which case the Required Letter of Credit Amount shall
                           be increased by the Required Security Deposit Amount
                           in effect immediately preceding the replacement
                           described herein and the Required Security Deposit
                           Amount shall thereafter be zero. The Second LC (I)
                           must comply with, and shall be subject to, all of the
                           terms set forth in this Lease applicable to any
                           Letter of Credit (including without limitation
                           Section 1.04 hereof and Exhibit F attached hereto,
                           but with an available amount equal to the amount set
                           forth in this clause (B)), and (II) shall be subject
                           to being reduced (or increased) to the same extent
                           provided for the Security Deposit being replaced.

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<PAGE>

                           Upon delivery of the Second LC to Landlord in
                           accordance with the terms hereof, Landlord shall
                           promptly (but no later than seven (7) business days
                           thereafter) return the Security Deposit to Tenant,
                           without further draw thereon; or

                  (C)      replace the Initial LC and the Security Deposit (or
                           the Initial LC and the Second LC, as applicable) with
                           a single Letter of Credit (sometimes referred to
                           herein as the "Consolidated LC") having an available
                           amount equal to the total of the then Required
                           Security Deposit Amount plus the then Required Letter
                           of Credit Amount. In such event, the Required Letter
                           of Credit Amount shall be increased by the Required
                           Security Deposit Amount in effect immediately
                           preceding the replacement described herein, and the
                           Required Security Deposit Amount shall thereafter be
                           reduced to zero. The Consolidated LC must comply
                           with, and shall be subject to, all of the terms set
                           forth in this Lease applicable to any Letter of
                           Credit (including without limitation Section 1.04
                           hereof and Exhibit F attached hereto, but with an
                           available amount equal to the amount set forth in
                           this clause (C)), The Required Letter of Credit
                           Amount for The Consolidated LC shall be subject to
                           being reduced (or increased) to the same extent
                           provided for the Letter(s) of Credit and/or Security
                           Deposit being replaced. Upon delivery of the
                           Consolidated LC in accordance with the terms hereof,
                           Landlord shall promptly (but no later than seven (7)
                           business days thereafter) return the letter(s) of
                           credit and/or Security Deposit being replaced to
                           Tenant without further draw thereon.

                  For purposes of clarification, it is understood that in the
         event Tenant exercises any of its Replacement Security Options, then
         any subsequent reductions in the Required Security Deposit Amount or
         Required Letter of Credit Amount (as the case may be) as a result of
         Tenant achieving either the FDA Milestone or the Cash Flow Milestone,
         or any subsequent increase in the Required Security Deposit Amount or
         Required Letter of Credit Amount (as the case may be), shall be applied
         to the required amount of the replacement collateral, so that the
         aggregate amount of the security provided to Landlord from time to
         time, whether in cash or letter of credit form, shall be the same as
         the aggregate amount of the Initial LC and the Security Deposit which
         would have applied had Tenant not exercised such Replacement Security
         Option(s). (For example, if the Initial LC is replaced with an
         additional Security Deposit pursuant to the Replacement Security Option
         described in clause (A) above, then in the event Tenant achieves the
         FDA Milestone, the Required Security Deposit Amount would equal
         $694,933.52 (which equals $588,208.52 plus $106,725.00.)

         1.10. Section 2.01(d) of the Lease is amended by inserting the words ";
provided, however that (I) with respect to the


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Expansion Demised Premises, the `Base Tax Rate' shall mean the real estate tax
rate in effect for calendar year 2003 and (II) with respect to the Additional
Expanets Demised Premises, the `Base Tax Rate' shall mean the real estate tax
rate in effect for calendar year 2004" after the words "calendar year 2001" in
the first and second lines of such Section 2.01(d).

         1.11. Section 2.01(h) of the Lease is amended by deleting such Section
2.01(h) in its entirety, and inserting in its place the following:

                  (h) The "Commencement Date" of this Lease shall mean November
         1, 2000.

         1.12. Section 2.01(k) of the Lease is amended by (i) deleting the words
"the last day of the Term" in the first line of such Section 2.01(k) and
inserting in their place the words "February 28, 2010, unless sooner terminated
in accordance with the terms of this Lease" and (ii) deleting the words
"Expiration Date" in the third line of such Section 2.01(k) and inserting in
their place the words "February 28, 2010 (or if the Lease shall have been
renewed, the last day of the Term as so renewed)".

         1.13. Section 2.01(r) of the Lease is amended by inserting the words ";
provided, however that (I) with respect to the Expansion Demised Premises, the
`First Operating Year' shall mean the calendar year 2003 and (II) with respect
to the Additional Expanets Demised Premises, the `First Operating Year' shall
mean the calendar year 2004" after the words "calendar year 2001" in the second
line of such Section 2.01(r).

         1.14. Section 2.01(v) of the Lease is amended by inserting the words ";
provided, however that (I) with respect to the Expansion Demised Premises, `Real
Estate Tax Base' shall mean the dollar amount of real estate tax payable with
respect to the Real Estate for calendar year 2003, determined by multiplying the
Assessed Valuation by the Base Tax Rate and (II) with respect to the Additional
Expanets Demised Premises, `Real Estate Tax Base' shall mean the dollar amount
of real estate tax payable with respect to the Real Estate for calendar year
2004, determined by multiplying the Assessed Valuation by the Base Tax Rate"
after the words "Base Tax Rate" in the third line of such Section 2.01(v).

         1.15. Section 2.01 of the Lease is amended by inserting the following
new clauses at the end of such Section 2.01:

                  (ee) "Additional Expanets Demised Premises" shall have the
         meaning set forth in Section 1.02 of this Lease.

                  (ff) "Expanets Lease" shall have the meaning set forth in the
         Preamble to the Lease.

                  (gg) "Expanets Sublease Expansion Date" shall mean March 1,
         2004.

                  (hh) "Expansion Demised Premises" shall have the meaning set
         forth in Section 1.02 of this Lease.

                  (ii) "Expansion Effective Date" shall mean March 1, 2003.

                  (jj) "Initial Demised Premises" shall have the meaning set
         forth in Section 1.02 of this Lease.

                  (kk) "Required Security Deposit Amount" shall have the meaning
         set forth in Section 1.08 of this Lease.

                                       10
<PAGE>

                  (ll) "Security Deposit" shall have the meaning set forth in
         Section 1.08 of this Lease.

         1.16. Section 3.01(a) of the Lease is amended by inserting the
following at the end of such Section 3.01(a): "For purposes of clarification and
without limiting any other provision of this Lease, the parties agree that the
provisions of Article III hereof are applicable to each of the Initial Demised
Premises, the Expansion Demised Premises and the Additional Expanets Demised
Premises."

         1.17. Section 3.01(c) of the Lease is amended by (i) inserting the
words "(it being understood that the foregoing shall not limit Tenant's right to
the Expansion Demised Premises Work Allowance in accordance with the terms of
Exhibit C-2 hereto)" after the word "Tenant" in the second line of the first
paragraph of such Section 3.01(c); (ii) inserting the words "; it being agreed
that Landlord can revise the list of Pre-Approved Contractors at any time with
written notice to Tenant" after the words "Approved Contractors" in the third
line of clause (i) of such Section 3.01(c); (iii) deleting the words
"first-class union contractors and shall" in sixth and seventh lines of clause
(i) of such Section 3.01(c); (iv) deleting the words "insurance policies" in the
ninth line of clause (i) of such Section 3.01(c) and inserting in their place
the words "certificates of insurance"; (v) inserting the word "reasonably"
before the word "reject" in the eleventh line of clause (i) of such Section
3.01(c); (vi) inserting the words ", and the Tenant Work shall in no event
interfere with building systems or with any other tenant's use and quiet
enjoyment of such tenant's leased space in the Building" after the word "manner"
in the fourth line of clause (iv) such Section 3.01(c) and (vii) inserting the
words "any consent by Landlord to the Plans and Specifications or" after the
word "Notwithstanding" in the fourth line of clause (iv) such Section 3.01(c).

         1.18. Section 3.02(b) of the Lease is amended by inserting the words
"(and subject to the terms of this Lease, Tenant shall be permitted to commence
the Tenant Work)" after the words "Demised Premises" in the second line of such
Section 3.02(b).

         1.19. Section 3.02 of the Lease is amended by inserting the following
new clause (c) at the end of such Section 3.02:

                  (c) Notwithstanding anything contained in this Section 3.02 or
         any other provision of this Lease, in no event shall Tenant be
         permitted to enter into (or have any access to), install any furniture,
         computers or other items in, or perform any construction on, the
         Expansion Demised Premises prior to the date of the expiration of
         Landlord's lease with its current tenant (Agere Systems Inc. ("Agere"))
         of the Expansion Demised Premises (which lease is scheduled to expire
         on August 31, 2002), unless Tenant receives Landlord's prior written
         consent thereto. Landlord agrees that it shall use commercially
         reasonable efforts to ensure that Agere vacates the Expansion Demised
         Premises no later than August 31, 2002. The parties agree that in the
         event that there is a hold over by Agere under its lease for the
         Expansion Demised Premises such that Agere remains in possession of the
         Expansion Demised Premises past August 31, 2002, then (if there are any
         Agere Hold Over Days, as defined below, and as Tenant's exclusive
         remedy) the Expansion Effective Date set forth herein as March 1, 2003
         shall be delayed for a number of days equal to the Agere Hold Over
         Days. The term "Agere Hold Over Days" means the number of days of
         Agere's hold over period after August 31, 2002 (if any) in respect of
         the Expansion Demised Premises, but, with respect to each particular
         hold over day, only if such particular day of hold over actually delays
         Tenant's construction of


                                       11
<PAGE>

         the Tenant Work for the Expansion Demised Premises. (For example, if
         Agere holds over until September 25, 2002 but only the days of
         September 22, 23, 24 and 25 of year 2002 actually delayed Tenant's
         construction of the Tenant Work for the Expansion Demised, then there
         would be four (4) Agere Hold Over Days and the Expansion Effective Date
         would be revised to March 5, 2003). In the event that there are any
         such Agere Hold Over Days, then the parties shall amend this Lease to
         reflect the revised Expansion Effective Date; it being agreed that (i)
         the parties shall also amend such other terms of the Lease tied to the
         Expansion Effective Date or the March 1, 2003 date (such as Base Rent
         and Tenant's Pro Rata Share) to reflect such revised date and (ii) the
         Expiration Date shall not be revised (i.e., it shall remain as February
         28, 2010).

         1.20. Section 3.03 of the Lease is amended by deleting the words "deems
appropriate" in the fifth and sixth lines of such Section 3.03 and inserting in
their place the words "deems reasonably appropriate (and any amounts shall be in
commercially reasonable amounts)".

         1.21. Section 4.01(a) of the Lease is amended by deleting such Section
4.01(a) in its entirety and inserting in its place the following:

                  (a) Tenant shall have two (2) options to renew this Lease
         (each a "Renewal Option"), for either (i) all of the space then leased
         by Tenant or (ii) all of any floor of the Building then leased by
         Tenant (it being agreed that if, with respect to a particular floor in
         the Building, Tenant is then leasing only a part of such floor, then
         Tenant may exercise such renewal option for all of such partial floor
         then leased by Tenant), in each case on the same terms and conditions
         and in the manner set forth below, and each for a term of five (5)
         years, provided that there has been no Event of Default that has
         occurred and is continuing at the time of exercise of the option. In
         the event Tenant desires to elect the first Renewal Option, Tenant
         shall give Landlord written notice of its exercise of the first Renewal
         Option nine (9) months prior to the Expiration Date of the Term.
         Assuming the first Renewal Option is exercised, and in the event Tenant
         desires to elect the second Renewal Option, Tenant shall give Landlord
         written notice of its exercise of the second Renewal Option nine (9)
         months prior to the expiration of the first renewal term. If Tenant
         exercises the first or second Renewal Option, Tenant shall indicate in
         such notice the specific space for which Tenant is exercising its
         option, and if Tenant exercises such option for less than all of the
         space then leased by Tenant as permitted under clause (ii) above (i.e.,
         it is only for one of the floors and/or partial floor then leased by
         Tenant), then this Lease shall terminate with respect to the space
         which Tenant is not renewing, on the date this Lease would otherwise
         terminate if the Tenant had not exercised such Renewal Option. If
         Tenant fails to timely notify Landlord of its exercise of a Renewal
         Option, then all Renewal Options shall expire.

         1.22. Article IV of the Lease is amended by (i) inserting the words ";
RIGHT OF FIRST REFUSAL; AND TEMPORARY SPACE" after the word "RENEW" in the
heading of such Article IV and (ii) inserting the new Sections 4.02 and 4.03
after Section 4.01 of the Lease:

         Section 4.02. Right of First Refusal:

         If, during the period commencing after March 1, 2003 and through to the
         end of the base Term of this Lease (i.e., not including any renewal
         term),


                                       12
<PAGE>

         Landlord shall have received or presented a written bona fide offer
         from or to, respectively, a third party (other than (i) Landlord or any
         of its affiliates or (ii) any existing tenant in the Building with
         respect to any portion of space then under lease or sublease to such
         tenant, whether such offer is pursuant to a renewal option set forth in
         its lease or sublease, or otherwise) to lease any space in the Building
         other than the Demised Premises (such remaining space in the Building
         being referred to herein as the "Remaining Space" and such offer being
         referred to as a "Bona Fide Offer"), and provided that there has been
         no Event of Default that has occurred and is continuing at such time,
         Landlord shall notify Tenant that it has received or presented an offer
         for such space (the portion of the Remaining Space subject to such
         offer being referred to herein sometimes as the "Subject Remaining
         Space") and that Tenant may elect to lease all (but not less than all)
         such Subject Remaining Space. Tenant shall have ten (10) business days
         from receipt of Landlord's notice to exercise its option to lease such
         Subject Remaining Space, by written notice to Landlord. The parties
         agree that the Base Rent for the Subject Remaining Space shall be an
         amount equal to the Market Rent (as defined in Section 4.01(b)). The
         lease of the Subject Remaining Space shall include, in addition to such
         Base Rent, such other terms and conditions (including, without
         limitation, the lease term) as shall be mutually reasonably acceptable
         to Landlord and Tenant.

         The parties agree that in the event Tenant declines to exercise its
         option described in this Section 4.02 with respect to any Subject
         Remaining Space (or if Tenant exercises such option but the parties are
         otherwise unable to mutually agree on the terms of the lease of such
         space within ten (10) business days after Tenant's exercise of such
         option), then during the next twelve (12) months Landlord shall have
         the right, without any obligations to Tenant under this Section 4.02,
         to enter into a lease transaction for such Subject Remaining Space with
         a New Tenant. "New Tenant" shall mean either (I) the third party from
         whom Landlord received or presented the Bona Fide Offer that triggered
         Tenant's rights under this Section 4.02 for such Subject Remaining
         Space or (II) any other prospective tenant for which a Bona Fide Offer
         is made or received by Landlord for such Subject Remaining Space prior
         to the date which is two (2) months after the date Tenant declined to
         exercise its option (or failed to agree with Landlord on terms as
         provided above) for such Subject Remaining Space. The parties further
         agree that once any space in the Building is leased to any New Tenant
         other than Landlord or any of its affiliates, the then existing tenant
         or sublessee of such space or the successors, assigns or subtenants of
         such existing tenant or sublessee (the space leased to such third party
         being referred to as the "Excluded Space"), so long as Tenant has been
         afforded its applicable rights under this Section 4.02 prior to the
         time such Excluded Space was so leased to such New Tenant, then
         Tenant's rights described in this Section 4.02 with respect to such
         Excluded Space shall expire, and Landlord shall have no further
         obligations to Tenant with respect to such Excluded Space.

         Notwithstanding anything contained herein, the parties acknowledge and
         agree that (i) BrokerTec Global, L.L.C. ("BrokerTec") and OM (US) Inc.
         ("OM"; BrokerTec, OM and their respective successors and assigns being
         referred to herein sometimes as the "Priority Tenants"), each of which
         is a tenant in the Building, each have certain expansion rights to
         space on the first, second and third floors of the Building pursuant to
         the terms of their


                                       13
<PAGE>

         respective lease agreements with Landlord and (ii) Tenant's rights
         under this Section 4.02, with respect to space on the first, second and
         third floors of the Building, shall be subject and subordinate to each
         of the Priority Tenants' rights to such space as provided in their
         respective leases (and Tenant shall only have the right to lease such
         space in the event each of the Priority Tenants declines to exercise
         any such rights; it being understood that Landlord shall provide notice
         to Tenant of the existence of such space at approximately the same time
         it provides such notice to any of the Priority Tenants and in the
         notice which Landlord provides to Tenant, Landlord shall provide Tenant
         with reasonable details as to the amount of time the Priority Tenants
         have to exercise their respective options for such space). Landlord
         confirms and agrees that none of the rights of the Priority Tenants
         described in the preceding sentence shall preclude Tenant from
         exercising any of its renewal options under this Lease pursuant to
         Section 4.01 hereof.

         Landlord also agrees that, promptly following Tenant's written request,
         Landlord shall inform Tenant regarding space availabilities in the
         various buildings comprising the Connell Corporate Center complex.

         Section 4.03. Temporary Space:

         The parties acknowledge that, as of the date hereof, the portion of the
         first floor of the Building described on Exhibit I hereto consisting of
         5,000 rentable square feet (the "Temporary Space") is not under lease
         to any entity. The parties agree that Tenant shall have the right, by
         providing written notice thereof to Landlord at any time prior to
         February 1, 2003, to lease all or any portion of the Temporary Space as
         specified by Tenant in such notice (the space being specified in such
         notice being referred to as the "Subject Temporary Space" (it being
         agreed that in the event the Subject Temporary Space is less than all
         of the Temporary Space, then such Subject Temporary Space shall be in a
         location reasonably acceptable to Landlord) and the commencement date
         for the lease of the Subject Temporary Space as specified in such
         notice being referred to as the "Subject Temporary Space Start Date")
         on a month to month basis. In the event Tenant leases any Subject
         Temporary Space pursuant to this Section 4.03, then such Subject
         Temporary Space shall, effective as of the Subject Temporary Space
         Start Date and during the term of the lease of such Subject Temporary
         Space, be considered as part of the Demised Premises under this Lease
         and subject to the terms of this Lease; provided, however, that
         notwithstanding anything contained in this Lease, (i) such Subject
         Temporary Space shall be accepted by Tenant under lease "AS IS,"
         without any representations or warranties of any kind by Landlord, (ii)
         the term of the lease for such Subject Temporary Space shall commence
         on the Subject Temporary Space Start Date and shall continue until the
         earlier to occur of February 28, 2003 or such earlier date as specified
         in writing by Tenant to Landlord (provided that Tenant must provide
         Landlord with at least thirty (30) days written notice if it elects to
         terminate the lease of such Subject Temporary Space on a date prior to
         February 28, 2003), (iii) Tenant shall pay Landlord, as additional
         "Base Rent" for such Subject Temporary Space during the term of the
         lease of such Subject Temporary Space, an amount equal to $25.50 per
         rentable square foot of such Subject Temporary Space per annum, plus
         $1.35 per rentable square foot of such Subject Temporary Space per
         annum for Tenant electric, in each case pro-rated for the number of
         days in the term of such lease and (iv) Tenant shall not make any

                                       14
<PAGE>

         alterations or improvements to such Subject Temporary Space without
         Landlord's prior written consent.

         Notwithstanding anything contained herein, Tenant's rights described in
         this Section 4.03 with respect to the Temporary Space shall be subject
         and subordinate to each of the Priority Tenants' (as defined in Section
         4.02 hereof) rights to such space as provided in their respective
         leases (and Tenant shall only have the right to lease such space in the
         event each of the Priority Tenants declines to exercise any such
         rights; it being agreed that in the event Tenant exercises its right
         for any such Subject Temporary Space, Landlord shall provide Tenant
         with reasonable details as to the amount of time the Priority Tenants
         have to exercise their respective options for such space).

         1.23. Section 5.01 of the Lease is amended by deleting the third
sentence of such Section 5.01 in its entirety.

         1.24. Section 5.03(b) of the Lease is amended by (i) deleting the words
"sixty (60) days" in the second and sixteenth lines of such Section 5.03(b) and
inserting in their place, both such times, the words "one hundred twenty (120)
days", (ii) deleting the words "(subject to the penultimate sentence of this
Section 5.03(b))" in the seventh line of such Section 5.03(b), (iii) deleting
the words "(subject to the last sentence of this Section 5.03(b))" in the eighth
line of such Section 5.03(b), and (iv) deleting the last two sentences of such
Section 5.03(b) in their entirety.

         1.25. Section 5.03(d) of the Lease is amended by inserting the word
"commercially" before the words "reasonable management fee" in clause (xi) of
such Section 5.03(d).

         1.26. Section 6.02(b) of the Lease is amended by (i) inserting the
following sentence immediately before the first sentence of such Section
6.02(b): "Any signs permitted pursuant to Section 6.02 hereof (including,
without limitation, under Section 6.02(c) hereof) shall be subject to approval
of local permitting authorities." and (ii) inserting the following sentence at
the end of such Section 6.02(b):

         The parties agree that (I) Landlord makes no representation or warranty
         of any kind whatsoever that the applicable local permitting authorities
         will approve any such signs and (II) the failure of Tenant to have any
         such signs due in any way to the failure to obtain the approval of the
         applicable permitting authorities shall not constitute a breach or
         other violation of this Lease and shall not entitle Tenant to any
         remedies against Landlord (including, without limitation, any reduction
         in Rent) or in any manner whatsoever modify the terms of this Lease.

         1.27. Section 6.02(c) of the Lease is amended by inserting the
following after the words "Demised Premises" in the second line of such Section
6.02(c):

         ; provided, however that in the event, but only so long as, either (i)
         Tenant is occupying at least 208,095 rentable square feet in the
         Building or (ii) Landlord allows another tenant in the Building (which
         other tenant is leasing less rentable square feet in the Building from
         Landlord than Tenant is then leasing in the Building from Landlord) to
         install a sign on the exterior of the Building which identifies such
         tenant (but only if, and so long as such sign is actually installed on
         the exterior of the Building; it being agreed that any sign identifying
         Landlord or any affiliate of


                                       15
<PAGE>

         Landlord, or the current Agere Systems, Inc. sign on the Building,
         shall be excluded as a trigger under this clause (ii)), then Tenant
         may, at its cost and expense, install and maintain no more than two (2)
         lighted signs (in the aggregate) bearing Tenant's name and logo, on up
         to two sides of the fifth floor of the exterior of the Building, in a
         mutually agreeable location and subject to Landlord's prior written
         consent (which consent shall not be unreasonably withheld, conditioned,
         delayed or denied) as to dimensions, material, content, location and
         design. The parties also agree that in the event there are any monument
         signs at the Building which list any tenant (other than Landlord or any
         affiliate of Landlord) of the Building, Tenant shall have Tenant's Pro
         Rata Share of space (to place its name) on the monument sign(s).

         1.28. Section 6.02(d) of the Lease is amended by inserting the words
"(and, in the event a sign on the side of Building as described in Section
6.02(c) hereof is installed in accordance with such Section, if and when the
condition for having such sign as set forth in Section 6.02(c) hereof is no
longer satisfied, if requested by Landlord)" after the word "Term" in the third
line of such Section 6.01(d).

         1.29. Section 7.02(a) of the Lease is amended by deleting the words
"all repairs to be made by Tenant exceeding an amount equal to $0.50 per
rentable square feet of the Demised Premises in cost" in the eleventh through
thirteenth lines of such Section 7.02(a) and inserting in their place the words
"all material repairs to be made by Tenant".

         1.30. Section 7.03 of the Lease is amended by (i) deleting the word
"repairs" each time such word appears in such Section 7.03, (ii) deleting the
word "$0.50" in the ninth line of such Section 7.03 and inserting in its place
the word "$1.00", and (iii) deleting the words "to the condition prior to any
such repairs, alterations, additions or improvements and otherwise in the
condition required under this Lease" in the nineteenth and twentieth lines of
such Section 7.03, and inserting in their place the words "to `base building
condition' such that the affected portion of the Demised Premises is in the
condition necessary for (and is ready for) installation of standard office
improvement (and, without limiting the foregoing, such affected area must be
broom clean and in good condition and repair)".

         1.31. Section 7.06 of the Lease is amended by inserting the following
after the word "writing" in the eighth line of such 7.06:

         The parties agree that Tenant shall not be required to remove (and
         shall not remove), at the end of the Term, the portion of the initial
         Tenant Work for any of the Demised Premises consisting of standard
         office improvements done at the Demised Premises in accordance with
         Article III hereof (it being understood that the obligation of Tenant
         not to remove such portion of such initial Tenant Work consisting of
         standard office improvements does not apply to any trade fixtures
         comprising any part of such initial Tenant Work, which trade fixtures
         may be removed by Tenant). Notwithstanding anything contained in this
         Lease, unless otherwise requested by Landlord to Tenant in writing
         prior to the end of the Term, Tenant shall be required, on or before
         the end of the Term and at Tenant's cost and expense, to remove all
         Atypical Alterations (as defined in Section 7.03 hereof) made in
         connection with the initial Tenant Work for any of the Demised Premises
         and to restore such portion of the Demised Premises affected by such
         Atypical Alterations, and the removal thereof, to "base building
         condition" such that the affected portion of the Demised Premises is in
         the condition necessary for (and is ready for) installation of standard
         office improvement


                                       16
<PAGE>

         (and, without limiting the foregoing, such affected area must be broom
         clean and in good condition and repair). The parties also agree that,
         for purposes of this Lease, any alterations, additions or improvements
         done for Tenant's pharmaceutical research and development use (as
         opposed to Tenant's general office use; it being understood that this
         parenthetical shall not in any way limit the scope of the definition of
         Atypical Alterations defined in Section 7.03 hereof without regard to
         this sentence) shall be treated as an Atypical Alteration.

         1.32. Section 8.01(c) of the Lease is amended by deleting the second
and third sentences of such Section 8.01(c) and inserting in their place the
following:

         Access to parking in the Parking Area shall be granted 4 cars per each
         1,000 rentable square feet (i.e., (i) prior to the Expansion Effective
         Date, 51 cars for 12,807 rentable square feet, (ii) effective as of the
         Expansion Effective Date, 328 cars for 82,008 rentable square feet, and
         (iii) effective as of the Expanets Sublease Expansion Date, 375 cars
         for 93,665 rentable square feet). Of that amount, Landlord will
         designate the following number of spaces as "reserved" for Tenant: (x)
         prior to the Expansion Effective Date, 5 spaces, (y) effective as of
         the Expansion Effective Date, 33 spaces and (z) effective as of the
         Expanets Sublease Expansion Date, 38 spaces. Attached as Exhibit H are
         the designated locations for Tenant's "reserved" parking spaces for the
         periods prior to the Expansion Effective Date (it being agreed that
         Landlord shall notify Tenant of the locations of the additional
         "reserved" parking spaces effective as of the Expansion Effective Date
         and the Expanets Sublease Expansion Date, each promptly following the
         Expansion Effective Date and the Expanets Sublease Expansion Date, as
         applicable).

         1.33. Section 8.02(a) of Lease is amended by inserting the following at
the end of such Section 8.02(a):

         The parties agree that for purposes of calculating the electricity
         charge set forth in this Section 8.02(a), the rentable square footage
         of the Demised Premises shall equal (i) for periods prior to March 1,
         2003, 12,807 rentable square feet, (ii) from (and including) March 1,
         2003 up to (and including) February 29, 2004, 82,008 rentable square
         feet and (iv) from (and including) March 1, 2004 and thereafter, 93,665
         rentable square feet.

         1.34. Section 9.01 of the Lease is amended by inserting the words "and
pharmaceutical research and development use" after the words "general offices"
in the first line of such Section 9.01.

         1.35. Section 10.01(c) of the Lease is amended by (i) inserting the
word "reasonably" before the word "unsatisfactory" in the first line of clause
(i) of such Section 10.01(c) and (ii) deleting clause (iv) of such Section
10.01(c) in its entirety.

         1.36. Section 10.01(e) of Lease is amended by (i) inserting the words
"or the expansion options" after the words "Demised Premises" in the second line
of such Section 10.01(e) and (ii) inserting the following at the end of such
Section 10.01(e):

         Notwithstanding the foregoing, if an assignment is made to an entity
         pursuant to Section 10.01(a) hereof, such assignee shall have such
         rights to renewal and expansion options set forth in this Lease,
         provided that Tenant


                                       17
<PAGE>

         shall continue to remain primarily liable for all obligations under
         this Lease (including, without limitation, during any such renewal term
         or term for such additional space).

         1.37. Section 10.01(f) of the Lease is amended by deleting such Section
10.01(f) in its entirety.

         1.38. Section 10.02(e) of the Lease is amended by (i) deleting the word
"mortgage" in the first line of such Section 10.02(e) and inserting in its place
the word "Mortgage" and (ii) inserting the following at the end of such Section
10.02(e): "Landlord further represents that as of the date this Amendment is
signed by Landlord, there is no Mortgage on the Real Estate."

         1.39. Section 14.01(d) of the Lease is amended by deleting the words
"fifty percent (50%)" in the second line of such Section 14.01(d) and inserting
in their place the words "one hundred percent (100%)".

         1.40. Section 14.08(a) of the Lease is amended by (i) inserting the
words "to the extent" before the word "arising" in the ninth line of such
Section 14.08(a), (ii) inserting the words "to the extent" before the word
"arising" in the twelfth line of such Section 14.08(a), and (iii) inserting,
after the words "by its use and storage" in the third line of such Section
14.08(a), the following:

         in the Demised Premises (i) of the materials and animals set forth in
         Exhibit J attached hereto in accordance with the approximate levels of
         usage per year set forth in such Exhibit J, which materials and animals
         are used by Tenant with due care and in compliance with applicable law,
         in the reasonable and prudent conduct of Tenant's business, and only in
         such areas, if any, of the Demised Premises as is permitted under
         applicable law (it being agreed that Landlord does not, and shall not,
         make any representation or warranty as to which areas, if any, of the
         Demises Premises for which it is permissible under applicable law to
         use the materials and animals set forth in Exhibit J (in the
         approximate levels of usage set forth in such Exhibit J or otherwise))
         or (ii).

         1.40A. Section 14.08(a) of the Lease is also amended by inserting the
following sentence at the end of such Section 14.08(a):

         In the event Tenant requests Landlord to agree to amend Exhibit J to
         this Lease to allow for Tenant's use and storage of materials or
         animals not otherwise listed on Exhibit J, or to allow for levels of
         usage of materials or animals not otherwise permitted under Exhibit J
         (which other materials or animals, or levels or usage, are necessary
         for Tenant's business operations in the Demised Premises), Landlord
         agrees to act reasonably in deciding whether or not to agree to such
         proposed amendment.

         1.41. Section 15.01(a) of the Lease is amended by inserting the words
"to the extent" before the word "relating" in the sixth line of such Section
15.01(a).

         1.42. Section 16.01 of the Lease is amended by (i) renaming clause
"(f)" of such Section 16.01 as clause "(g)", (ii) renaming the original clause
"(g)" of such Section 16.01 as clause "(h)" and (iii) inserting the following
new clause "(f)" immediately after clause "(e)" of such Section 16.01:

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<PAGE>

         (f) The failure by Tenant for any reason (I) to deposit with Landlord,
         on or before January 15, 2003, as the Security Deposit, an amount equal
         to the Required Security Deposit Amount (or, in the event Tenant elects
         to provide a Letter of Credit in lieu thereof pursuant to Section
         1.09(f) hereof, the failure to provide a Letter of Credit (in addition
         to the Initial Letter of Credit) to Landlord in such amount by such
         date) or (II) to comply with clause (v) of Section 1.08(b) hereof.

         1.43. Section 16.01(h) of the Lease (as renamed by Section 1.42 of this
Amendment) is amended by (i) deleting the words "twenty (20) days" in both the
third and fifth lines of such Section 16.01(h) and inserting in their place,
both such times, the words "thirty (30) days" and (ii) deleting the words
"thirty (30) days" in the seventh line of such Section 16.01(h) and inserting in
their place the words "sixty (60) days".

         1.44. Section 16.04(a) of the Lease is amended by inserting the
following at the end of such Section 16.04(a):

         For purposes of clarification, the parties agree that when referring to
         the Demised Premises in this Section 16.04(a) and the liability of
         Tenant described in this Section 16.04(a), the Demised Premises shall
         include (i) the Initial Demised Premises, (ii) the Expansion Demised
         Premises, even if, at such time, such space is not included within the
         definition of Demised Premises and (iii) the Additional Expanets
         Demises Premises, even if, at such time, such space is not included
         within the definition of Demised Premises.

         1.45. Section 20.04 of the Lease is amended by (i) deleting the
Landlord's Notice Address information contained therein, and inserting in its
place the following: "The Connell Company, One Connell Drive, Berkeley Heights,
New Jersey 07922, Attention: President, Telefax No. 908/673-3800" and (ii)
deleting the Tenant's Notice Address information contained therein, and
inserting in its place the following: "Genta Incorporated, Two Connell Drive,
Berkeley Heights, New Jersey 07922, Attention: Mr. Gregg Siefert, Telefax No.
908/464-1702".

         1.46. Section 20.08 of the Lease is amended by deleting the words
"thirty (30) days" in the fifth line of such Section 20.08 and inserting in
their place the words "sixty (60) days".

         1.47. Section 20.09 of the Lease is amended by deleting the words
"three (3%) percent" in the third line of such Section 20.09 and inserting in
their place the words "two percent (2%)".

         1.48. Section 20.10 of the Lease is amended by (i) deleting the words
"five (5%) percent" in the second line of such Section 20.10 and inserting in
their place the words "two percent (2%)" and (ii) inserting the following
sentence after the first sentence of such Section 20.10:

         Notwithstanding the foregoing, in the event there is a Mortgage on the
         Real Estate at the time of such non-payment, then the "late charge"
         rate set forth in the previous sentence (i.e., 2% of the late amount)
         shall be replaced with the late rate charge set forth in such Mortgage
         as the late charge rate.

         1.49. Article XX of the Lease is amended by inserting the following new
Section 20.19 immediately after Section 20.18 of the Lease:



                                       19
<PAGE>

         Section 20.19. Tenant's Right to Perform for Account of Landlord:

         If (i) Landlord fails to perform or observe any of its obligations
         under this Lease, (ii) such failure materially interferes with Tenant's
         use of the Demised Premises, and (iii) such failure and material
         interference continue for thirty (30) days after written notice thereof
         from Tenant to Landlord specifying the required items not being
         performed or observed (provided that if such failure requires more than
         thirty (30) days to cure and Landlord is prosecuting the cure to
         completion with due diligence, Landlord shall be permitted an
         additional sixty (60) days to cure such failure), then Tenant may cure
         such breach for the account and at the expense of Landlord, and any
         reasonable amount so expended by Tenant in connection therewith shall
         be reimbursed by Landlord to Tenant within thirty (30) days following
         demand of such amounts by Tenant.

         1.50. Section 21.01(e) of the Lease is amended by (i) inserting the
words "Except as expressly permitted under Section 14.08(a) hereof" before the
word "that" in the first line of clause (ii) of such Section 21.01(e), and (ii)
inserting the words "except as expressly permitted under Section 14.08(a)
hereof" before the word "that" in the seventh line of clause (ii) of such
Section 21.01(e).

         1.51. Exhibit B to the Lease is amended by deleting the heading
entitled "Rental Plan showing Demised Premises" and inserting in its place the
heading "Rental Plan showing Initial Demised Premises."

         1.52. The Lease is amended by inserting, immediately after Exhibit B to
the Lease and as a new Exhibit B-1 and Exhibit B-2, Exhibit B-1 and the Exhibit
B-2 attached hereto.

         1.53. Section 2 of Exhibit C-2 to the Lease is amended by inserting the
following at the end of such Section 2 of Exhibit C-2:

         Notwithstanding the foregoing, the parties agree that Landlord shall
         provide Tenant an allowance equal to $138,402.00 (the "Expansion
         Demised Premises Work Allowance") against the total cost of Tenant Work
         planned by Tenant in the Expansion Demised Premises; it being
         understood for purposes of clarification that there shall not be any
         other allowance provided by Landlord to Tenant with respect to any
         Tenant Work in the Initial Demised Premises, the Expansion Demised
         Premises or the Additional Expanets Demised Premises. Tenant shall
         present to Landlord for payment the invoices paid by Tenant with
         respect to Tenant Work in the Expansion Demised Premises, up to the
         maximum Expansion Demised Premises Work Allowance set forth above
         (which shall contain copies of the actual invoices evidencing the
         amounts paid by Tenant) and Landlord shall pay the amounts shown on
         such invoices no later than thirty (30) days after Landlord's receipt
         of the same; provided, however, that Tenant shall not submit invoices
         to Landlord on more than two (2) occasions. In no event shall Landlord
         be required to pay any portion of the Expansion Demised Premises Work
         Allowance prior to January 15, 2003 and Landlord's receipt of the
         required Security Deposit in effect on January 15, 2003 (or, in the
         event Tenant elects to provide a Letter of Credit in lieu thereof
         pursuant to Section 1.09(f) hereof, Landlord's receipt of the required
         Letter of Credit).

         1.54. Section 4(a) of Exhibit C-2 to the Lease is amended by deleting
the words ", provided that the Tenant uses a first-class union general
contractor" in the second and third lines of such Section 4(a).

                                       20
<PAGE>

         1.55. Exhibit F to the Lease is amended by deleting the words "May 11,
2000" in the seventeenth line of such Exhibit F, and inserting in its place the
words "June 28, 2000."

         1.56. Exhibit G to the Lease is amended by deleting such Exhibit G in
its entirety.

         1.57. Exhibit H to the Lease is amended by inserting the words
"Reserved Parking Spaces Prior To Expansion Effective Date" immediately under
the label "Exhibit H" in such Exhibit H.

         1.58. The Lease is amended by inserting, immediately after Exhibit H to
the Lease and as new Exhibits I and J to the Lease, Exhibits I and J attached
hereto.


         SECTION 2. BROKER

         Landlord and Tenant each represents that there was no broker other than
Cushman & Wakefield of New Jersey, Inc. (the "Broker") responsible for bringing
about or negotiating this Amendment (including the expansion of the Demised
Premises and extension of the Term of Lease, each as described herein). Each of
Landlord and Tenant agrees to defend, indemnify, and hold the other harmless
against any claims for brokerage commission or compensation with regard to the
expansion of the Demised Premises and the extension of the Term by any other
broker claiming or alleging to have acted on behalf of or to have dealt with
such party. Landlord will pay any fees or commissions due the Broker.


                  [Remainder of page intentionally left blank.]

                                       21
<PAGE>



         SECTION 3. MISCELLANEOUS.

         This Amendment shall be governed by and construed in accordance with
the laws of the State of New Jersey (without regard to the conflict of rules
thereof). Any and all notices, requests, certificates and other documents
executed and delivered concurrently with or after the delivery of this Amendment
may refer to Lease without making specific reference to this Amendment, but
nevertheless all such references shall be deemed to include this Amendment
unless the context shall otherwise require. The Lease shall remain in full force
and effect in accordance with its terms as modified and amended by this
Amendment, and is in all respects ratified, confirmed and approved by the
parties hereto.

         IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed as of the day and year first above written.


THE CONNELL COMPANY                               WITNESS:

By:
   ---------------------------------              ------------------------------
Name:
Title:


GENTA INCORPORATED                                WITNESS:

By:
   ---------------------------------              ------------------------------
Name:
Title:


01-0680l

                                       22
<PAGE>


STATE OF                             )
                                     )     SS.:
COUNTY OF                            )


         On this day of ____________, 2002, before me personally appeared
_________________ to me known, who, being by me duly sworn, did depose and say
that (s)he is the _________________ of GENTA INCORPORATED., the corporation
described in and which executed the foregoing Amendment to Lease; that (s)he
knows the seal of said corporation, that the seal affixed to said instrument is
such corporate seal, that it was so affixed by authorization of the board of
directors of said corporation, and that (s)he signed his name thereto by like
authorization.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                                     ---------------------------
                                                                   Notary Public


(Notarial Seal)


STATE OF NEW JERSEY                  )
                                     )     SS.:
COUNTY OF UNION                      )


         On this day of ____________, 2002, before me personally appeared
_________________ to me known, who, being by me duly sworn, did depose and say
that (s)he is the _________________ of THE CONNELL COMPANY, the corporation
described in and which executed the foregoing Amendment to Lease; that (s)he
knows the seal of said corporation, that the seal affixed to said instrument is
such corporate seal, that it was so affixed by authorization of the board of
directors of said corporation, and that (s)he signed his name thereto by like
authorization.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.


                                                     ---------------------------
                                                                   Notary Public


(Notarial Seal)


                                       23