OFFICE SPACE LEASE

                                       for

                            826 NEWTOWN-YARDLEY ROAD

                                 by and between

                          YARDLEY ROAD ASSOCIATES, L.P.
                                  (as Landlord)

                                       and

                         BIO-IMAGING TECHNOLOGIES, INC.
                                   (as Tenant)


                            Date: September 22, 1999

<PAGE>



     THIS LEASE (the  "Lease")  is made the 22 day of  September,  1999  between
Yardley Road Associates,  L.P. (herein referred to as "Landlord")  whose address
is  1101  West  DeKalb  Pike,   Suite  200,  Wayne,  PA  19087  and  Bio-Imaging
Technologies, Inc. (herein referred to as "Tenant") whose address is ----------

                                    PREAMBLE
                                    --------

                     BASIC LEASE PROVISIONS AND DEFINITIONS

     In addition to other terms elsewhere  defined in this Lease,  the following
terms whenever used in this Lease shall have only the meanings set forth in this
section,  unless  such  meanings  are  expressly  modified,  limited or expanded
elsewhere herein.

1.   ADDITIONAL RENT shall mean all sums in addition to Fixed Basic Rent payable
     ---------------
by Tenant to Landlord or to third  parties  pursuant  to the  provisions  of the
Lease.

2.   BROKER(S) shall mean Kelley & Associates, Inc. and Insignia/ESG, Inc.
     ---------

3.   BUILDING  shall mean 826 Newtown  Yardley Road,  Newtown,  Pennsylvania  as
     --------
described on Exhibit A hereto.

4.   BUILDING HOLIDAYS shall be those shown on Exhibit D.
     -----------------

5.   DEMISED PREMISES OR PREMISES shall be approximately  sixteen thousand eight
     ----------------------------
hundred and eighty one (16,881) gross  rentable  square feet on the ground level
of the Building  which includes an allocable  share of the Common  Facilities as
defined in Section 2, which  measurement  shall be subject to final  measurement
and agreement.

6.   EXHIBITS  shall be the following,  attached to this Lease and  incorporated
     --------
herein and made a part hereof:

                  Rider A                   Renewal Options
                  Exhibit A                 Location of Premises
                  Exhibit A-1               Office Building Area
                  Exhibit B                 Rules and Regulations
                  Exhibit C                 Landlord's Work
                  Exhibit D                 Building Holidays
                  Exhibit E                 Tenant Estoppel Certificate

7.   EXPIRATION  DATE shall be the last day of the month which is sixty two (62)
     ----------------
consecutive  calendar  months  following  the  Commencement  Date (as defined in
Section 4 of the Lease).



                                       i
<PAGE>

8.   FIXED BASIC RENT shall be calculated and payable as follows:
     ----------------

               Rentable        Rate Per            Yearly              Monthly
   Months       Sq. Ft.        Rentable             Rate             Installment
                               Sq. Foot

    1-2         16,881         $ 0                n/a                  n/a
    3-14        16,881         $ 18.50          $ 312,298.50        $  26,024.88
    15-26       16,881         $ 19.00          $ 320,739.00        $  26,728.25
    27-38       16,881         $ 19.50          $ 329,179.50        $  27,431.63
    39-50       16,881         $ 20.00          $ 337,620.00        $  28,135.00
    51-62       16,881         $ 20.50          $ 346,060.50        $  28,838.38

9.   OFFICE BUILDING AREA is as set forth on Exhibit A-1
      -------------------

10.  PERMITTED USE shall be general office use and for no other purpose.
     -------------

11.  PROPORTIONATE SHARE shall mean 14.19 percent which is 16,881, the number of
     -------------------
rentable square feet contained in the Premises divided by 119,000, the number of
rentable square feet contained within the Building.

12.  SECURITY  DEPOSIT  shall be two (2) months Fixed Basic Rent which may be in
     -----------------
the form of an  irrevocable  evergreen  letter of  credit  in a form  reasonably
acceptable to Landlord.

13.  TARGET DATE shall be December 1, 1999.
     -----------

14.  TERM  shall mean five (5) years and two (2)  months  from the  Commencement
     ----
Date (as  defined in  Section 4 of the  Lease)  unless  terminated  or  extended
pursuant to any option or provision contained herein.


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<PAGE>

                                TABLE OF CONTENTS

         Section                                                            Page

1.       Definitions.........................................................1
2.       Premises............................................................1
3.       Completion of Premises..............................................1
4.       Term................................................................2
5.       Use of Premises.....................................................2
6.       Rent................................................................2
7.       Insurance...........................................................5
8.       Repairs and Maintenance.............................................6
9.       Utilities and Services..............................................7
10.      Governmental Regulations............................................9
11.      Signs...............................................................9
12.      Alterations, Additions and Fixtures................................10
13.      Mechanic's Liens...................................................10
14.      Landlord's Right of Entry..........................................11
15.      Damage by Fire or Other Casualty...................................12
16.      Non-Abatement of Rent..............................................13
17.      Indemnification....................................................13
18.      Condemnation.......................................................14
19.      Quiet Enjoyment....................................................15
20.      Rules and Regulations..............................................15
21.      Assignment and Sublease............................................15
22.      Tenant's Relocation................................................18
23.      Subordination......................................................19
24.      Curing Tenant's Defaults...........................................20
25.      Surrender..........................................................20
26.      Defaults-Remedies..................................................20
27.      Condition of Premises..............................................23
28.      Hazardous Substances...............................................24
29.      Recording..........................................................24
30.      Broker's Commission................................................24
31.      Notices............................................................25
32.      Irrevocable Offer, No Option.......................................26
33.      Landlord Inability to Perform......................................26
34.      Survival...........................................................26
35.      Corporate Tenants..................................................26
36.      Tenant Representations and Warranties..............................26
37.      Waiver of Invalidity of Lease......................................26
38.      Security Deposit...................................................26
39.      Estoppel Certificate...............................................27
40.      Rights Reserved by Landlord........................................27
41.      Miscellaneous......................................................29
42.      Additional Definitions.............................................30
43.      Tenant's Right of First Offer .....................................31


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<PAGE>


     For and in consideration of the covenants  herein  contained,  and upon the
terms and  conditions  herein set forth,  Landlord  and Tenant,  intending to be
legally bound, agree as follows:

     1. DEFINITIONS.  The definitions set forth in the preceding  Preamble shall
apply  to  the  same  capitalized  terms  appearing  in  this  Lease  Agreement.
Additional definitions are contained in Section 42 and throughout this Lease.

     2. PREMISES.  Landlord hereby demises and leases the Premises to Tenant and
Tenant  hereby  leases and takes the  Premises  from  Landlord  for the Term (as
defined in Section 4) and upon the terms, covenants,  conditions, and provisions
set forth in this Lease  Agreement,  including the Preamble (this "Lease").  The
Tenant's  interest in the Premises as tenant shall include the right,  in common
with Landlord and other occupants of the Building, to use driveways,  sidewalks,
loading and parking areas (which parking areas provide unreserved parking spaces
at the ratio of four (4) parking spaces for every one thousand  rentable  square
feet of space within the Building), lobbies, hallways and other facilities which
are located within the Property  (defined in Section 6) and which are designated
by Landlord  from time to time for the use of all of the tenants of the Building
(the "Common Facilities").

     3.  COMPLETION OF PREMISES.  The Premises  shall be completed in accordance
with the plans and  specifications  attached  hereto as Exhibit C (herein called
the  "Plans")  at  Landlord's  expense.  All  necessary  construction  shall  be
commenced promptly following  Landlord's  execution and acceptance of this Lease
and  Tenant's  delivery of the first  month's  Fixed Basic Rent and the Security
Deposit  to  Landlord  and shall be  substantially  completed  ready for use and
occupancy  by Tenant on the  Target  Date set forth in the  Preamble;  provided,
however,  that the time for  substantial  completion  of the  Premises  shall be
extended  for  additional  periods of time equal to the time lost by Landlord or
Landlord's  contractors,  subcontractors  or  suppliers  due to strikes or other
labor   troubles;   delays  in  Tenant's   selection  of  materials,   plans  or
specifications;  governmental  restrictions and limitations;  unavailability  or
delays in obtaining fuel, labor or materials;  war or other national  emergency;
accidents; floods; defective materials; fire damage or other casualties; adverse
weather  conditions;  the  inability  to obtain  building  or use and  occupancy
permits; or any cause similar or dissimilar to the foregoing which is beyond the
reasonable  control of Landlord or  Landlord's  contractors,  subcontractors  or
suppliers.  The Premises shall be deemed substantially  completed when Tenant is
in receipt of a Certificate  of Occupancy or Temporary  Certificate of Occupancy
(punchlist  items  excepted).  All  construction  shall  be done  in a good  and
workmanlike  manner  and  shall  comply  at the  time  of  completion  with  all
applicable and lawful laws,  ordinances,  regulations and orders of the federal,
state,  county or other governmental  authorities having  jurisdiction  thereof,
including the Americans With Disabilities Act. Tenant and its authorized agents,
employees and contractors  shall have the right,  at Tenant's own risk,  expense
and  responsibility,  at all  reasonable  times  prior  to the  Target  Date  as
hereinafter   defined,   to  enter  the  Premises  for  the  purpose  of  taking
measurements and installing its furnishings and equipment; provided that Tenant,
in so  doing,  shall  not  interfere  with or  delay  the  work to be  performed
hereunder by Landlord, and Tenant shall use contractors



<PAGE>

and workmen  compatible  with the contractors and workmen engaged in the work to
be performed  hereunder by Landlord,  and Tenant shall have obtained  Landlord's
written  consent to installing any  furnishings or equipment.  If Landlord shall
fail to deliver  possession  of the  Premises by the Target Date for any reason,
whether or not within Landlord's  control,  Landlord shall not be subject to any
liability  to Tenant.  No failure to deliver the  Premises by the Target Date or
any other date shall in any respect  affect the validity or  continuance of this
Lease of any  obligation  of Tenant  hereunder  or extend the Term of the Lease.
Notwithstanding  the foregoing,  in the event  Landlord  fails to  substantially
complete  the Premises as set forth above on or before  December 31, 1999,  then
commencing on January 1, 2000 and terminating on the Commencement Date, Landlord
shall  reimburse  Tenant for Tenant's  increased  rental  obligations  under its
current lease arising  solely as a result of Landlord's  delay in delivering the
Premises to Tenant as provided herein.  Tenant shall be responsible for all such
increased  rental  obligations for any period prior to January 1, 2000 and shall
use its good faith  efforts to  negotiate a reduction  in such  obligations.  In
addition to the  foregoing,  if Landlord  fails to  substantially  complete  the
Premises as set forth above prior to February 29, 2000,  (the  "Outside  Date"),
then Tenant may terminate  this Lease upon thirty (30) days prior written notice
to Landlord and upon such termination,  Landlord shall refund to Tenant all sums
Tenant  paid to  Landlord  on account of Rent and  neither  party shall have any
further obligations hereunder.  Tenant's notice may be given at anytime prior to
the Outside  Date,  but shall only be  effective  as of the Outside Date or such
later date as specified in Tenant's notice. If Landlord substantially  completes
the Premises prior to the date of  termination as set forth in Tenant's  notice,
then such notice shall be deemed  revoked and the parties  hereto shall continue
to be bound to the terms of this Lease. Notwithstanding the foregoing, if Tenant
fails to deliver to Landlord  final  approved Plans (as defined above) which are
acceptable to Landlord on or before  September 17, 1999,  then each of the dates
set forth in this  Section 3 shall be  extended  by one (1) day for each one (1)
day of delay  beyond  September  17,  1999  until such  Plans are  delivered  to
Landlord.

     4.  TERM.  The  Term  of  this  Lease  shall  commence  on  the  date  (the
"Commencement  Date")  which is the first to occur of (a) the date the  Premises
are deemed  substantially  completed  as provided in Section 3 above and (b) the
date on which the  Premises  are  actually  occupied  by Tenant.  Following  the
Commencement Date, the Term of this Lease, unless sooner terminated as expressly
provided in this Lease,  shall continue until the date of expiration of the term
specified  as the Term of Lease in the  Preamble  plus the  number of days which
remain in the  calendar  month in which such term  expires  (the  "Term").  Upon
request of Landlord,  Tenant shall enter into a memorandum agreement stipulating
the actual Commencement Date of the Term.

     5. USE OF PREMISES.  Tenant shall occupy the Premises  throughout  the Term
and shall use the same for, and only for,  the  Permitted  Use  specified in the
Preamble.   The  Building  is  designed  to  normal   building   standards   for
floor-loading capacity. Tenant shall not use the Premises in such ways which, in
Landlord's judgment, exceed such load limits.

     6. RENT. Unless otherwise  specifically  requested by Landlord at any time,
Fixed

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<PAGE>

Basic  Rent,  Additional  Rent and any other  rent or other  sums due under this
Lease (hereunder  collectively  referred to as Rent) shall be paid and delivered
to Landlord's property manager,  if any, as agent for Landlord,  in the amounts,
time and manner more particularly provided in this Lease.

          a. FIXED BASIC RENT. Commencing on the Commencement Date, Tenant shall
pay,  throughout  the Term,  Fixed  Basic  Rent in the amount  specified  in the
Preamble,  without  notice or demand and without  setoff or deduction,  in equal
monthly  installments equal to one-twelfth of the Fixed Basic Rent (specified as
Monthly  Installments  in the  Preamble),  in advance,  on the first day of each
calendar  month during the Term. If the  Commencement  Date falls on a day other
than  the  first  day of a  calendar  month,  the  Fixed  Basic  Rent  shall  be
apportioned on a per diem basis for the period between the Commencement Date and
the first day of the first full calendar month in the Term and such  apportioned
sum shall be paid on the Commencement Date.

          b. ADDITIONAL RENT.  Commencing on the Commencement Date, Tenant shall
pay to Landlord,  as Additional Rent, in the manner more  particularly set forth
below, Tenant's Proportionate Share of Annual Operating Costs (as defined below)
for the Property to the extent same exceeds the sum of Four Dollars ($4.00) (the
"Expense Stop") per rentable square foot of the Premises:

               i) ANNUAL  OPERATING  COSTS.  The term "Annual  Operating  Costs"
shall mean all costs Landlord incurs from owning,  operating and maintaining the
Building and the lot or tract of land on which it is situated (the  "Property").
Annual Operating Costs shall include,  by way of example rather than limitation:
insurance costs,  including premiums;  fees;  Impositions (defined below); costs
for repairs,  maintenance and service contracts;  management fees;  landscaping;
snow removal;  governmental  permits fees; costs of compliance with governmental
orders  and  regulations;   administrative  and  overhead  expenses;   costs  of
furnishing water, sewer, electricity, gas, fuel, and other utility services, for
use in  Common  Facilities  of the  Building  and  Property;  and  the  cost  of
janitorial service and trash removal; excluding,  however, from Annual Operating
Costs the following:  costs which are treated as capital expenditures (except as
provided  in  Sections  9(d)  and10(b))  under  generally  accepted   accounting
principles;  mortgage debt or ground rents  incurred by Landlord as owner of the
Property;  income,  excess  profits,  corporate  capital  stock or franchise tax
imposed or assessed upon Landlord,  unless such tax or any similar tax is levied
or assessed,  in lieu of all or any part of any currently existing Imposition or
an  increase  in  any  currently  existing   Imposition;   leasing  commissions,
accountants',  consultants' or attorneys' fees, costs and disbursement and other
expenses  incurred in connection  with  negotiations or disputes with tenants or
prospective  tenants or  associated  with the  enforcement  of any leases or the
defense of Landlord's  title to or interest in the Building in  connection  with
any proceedings  involving real property taxes other than disputes regarding tax
assessment and reduction of real property  taxes;  costs of  construction of the
Building and related facilities and correction of defects in construction of the
Building (including permit,  license and inspection fees); costs of any items or
services sold or provided to tenants  (including  Tenant) for which  Landlord is
entitled to be reimbursed by such tenants or which are not

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<PAGE>

generally  provided to all  tenants of the  Building;  fees and higher  interest
charges  caused by  Landlord's  refinancing  the  Building;  all  repairs to the
interior of the Building of a structural  nature (not made  necessary by unusual
use by Tenant); costs incurred due to violation by Landlord or any tenant of the
terms and  conditions  of any  lease;  overhead  and  profit  increment  paid to
subsidiaries  or  affiliates  of  Landlord,  or to any  party as a  result  of a
noncompetitive  selection process, for management or other services on or to the
Building  or for  supplies or other  materials,  to the extent that the costs of
such services,  supplies or materials exceed the costs that would have been paid
had the services, supplies or materials been provided by unaffiliated parties on
a  competitive  basis;  general  overhead  and  administrative  expenses  except
salaries of on-site property manager,  management secretary and maintenance man;
any  compensation  paid to clerks,  attendants  or other  persons in  commercial
concessions operated by Landlord, rentals and other related expenses incurred in
leasing  air  conditioning  systems,  elevators  or other  equipment  ordinarily
considered  to be for a  capital  nature,  except  equipment  which  is  used in
providing  janitorial  services  and which is not affixed to the  Building;  all
items and services for which Tenant reimburses Landlord or pays third persons or
which Landlord  provides  selectively to one or more tenants or occupants of the
Building (other than Tenant) without  reimbursement;  commissions,  advertising,
and  promotional  expenditures.  "Impositions"  shall  mean all  levies,  taxes,
assessments,  charges,  imposts,  and  burdens,  of  whatever  kind and  nature,
ordinary and extraordinary, which are assessed or imposed during the Term by any
federal,  state or municipal  government  or public  authority or under any law,
ordinance  or  regulation  thereof or  pursuant  to any  recorded  covenants  or
agreements  upon or with  respect  to the  Property  or any  part  thereof,  any
improvements  thereto,  any personal property necessary to the operation thereof
and owned by Landlord or this Lease.

               ii) ESTIMATED  PAYMENTS - EXPENSE  STATEMENT AND  RECONCILIATION.

               (1)  Landlord  shall  submit  to  Tenant  as soon  as  reasonably
possible after the beginning of each calendar year of the Term, the following:

                    (a) a statement setting forth (i) the Annual Operating Costs
for the previous  calendar year of the Term and (ii) a  calculation  of Tenant's
Proportionate  Share of the  increase  in the  Annual  Operating  Costs over the
Expense Stop for the previous calendar year (the "Expense Statement"); and

                    (b) a statement  of  Landlord's  good faith  estimate of the
Annual  Operating  Costs for the  current  calendar  year and a  calculation  of
Tenant's  Proportionate Share of the increase in the Annual Operating Costs over
the Expense Stop for the current calendar year ("Tenant's Estimated Share").

               (2) Beginning  with the next  installment of Fixed Basic Rent due
after the delivery of the aforesaid  statements  to Tenant,  Tenant shall pay to
Landlord,  on account of its  Proportionate  Share of the increase in the Annual
Operating Costs over the Expense Stop, the following:

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<PAGE>

                    (a) a sum  equal to the  product  of  one-twelfth  (1/12) of
Tenant's  Estimated  Share and the number of calendar  months elapsed during the
current  calendar year up to and  including the month payment is made,  plus any
amounts due from Tenant to Landlord on account of Annual Operating Costs for any
prior period(s) of time, less

                    (b) a sum equal to the  amount,  if any, by which the sum of
all payments made by Tenant to Landlord on account of Annual Operating Costs for
the  previous  calendar  year exceed  those  actually  specified  in the Expense
Statement.

               (3) On the first day of each succeeding calendar month until such
time as Tenant  receives a new  Expense  Statement  and  statement  of  Tenant's
Estimated Share,  Tenant shall pay to Landlord,  on account of its Proportionate
Share of Annual Operating Costs, one-twelfth (1/12) of the then current Tenant's
Estimated Share. Any payment due from Tenant to Landlord, or any refund due from
Landlord to Tenant,  on account of Annual  Operating Costs not yet determined as
of the  expiration  of the Term  shall be made  within  thirty  (30) days  after
submission to Tenant of the next Expense Statement.

          c)  DISPUTES.  Unless  Tenant,  within  ninety  (90)  days  after  any
statement of Additional  Rent is  furnished,  shall give notice to Landlord that
Tenant disputes said statement, specifying in detail the basis for such dispute,
each  statement  furnished  to Tenant by Landlord  under any  provision  of this
Section  shall  be  conclusively  binding  upon  Tenant  as  to  the  particular
Additional Rent due from Tenant for the period  represented  thereby;  provided,
however,  that  additional  amounts  due  may  be  required  to be  paid  by any
supplemental  statement  furnished by  Landlord.  Tenant shall have the right at
reasonable  times  to  examine  the  records  used  in  making  the  aforestated
determinations, upon written notice in advance; provided, however, such disputed
amount  shall  have  been  paid by  Tenant  to  Landlord.  In the event any such
examination  shall  reveal  an  adverse  variance  in excess of 10% of the total
operating expenses of which Tenant is required to pay their Proportionate Share,
Landlord  shall  reimburse  Tenant for the reasonable  cost of such  examination
within  thirty  (30) days  after  demand.  Tenant  shall  make all  payments  of
Additional  Rent without delay and  regardless  of any pending  dispute over the
amount  of  Additional  Rent  that  is due in  accordance  with  the  statements
furnished by Landlord. Landlord shall have the right to retain Tenant's security
deposit until all Additional Rent payable by Tenant is determined and paid.

     7. INSURANCE.

          a)  LIABILITY.  Tenant,  at  Tenant's  sole  cost and  expense,  shall
maintain and keep insurance in effect  throughout the Term against liability for
bodily injury  (including death) and property damage in or about the Premises or
the Property under a policy of comprehensive general public liability insurance,
with such limits as to each as may be reasonably  required by Landlord from time
to time, but not less than  $2,000,000.00  for each person and  $5,000,000.00 in
the aggregate for bodily  injury  (including  death) to more than one (1) person
and $2,000,000.00 for property damage. The policies of

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<PAGE>

comprehensive  general public liability insurance shall name Landlord and Tenant
(and if requested,  any mortgagee of Landlord) as the insured parties. Each such
policy  shall  provide that it shall not be  cancelable  without at least thirty
(30) days prior  written  notice to Landlord  and to any  mortgagee  named in an
endorsement thereto and shall be issued by an insurer and in a form satisfactory
to  Landlord.  At  least  ten (10)  days  prior to the  Commencement  Date,  and
thereafter  upon  Landlord's  request,  a  certificate  of  insurance  shall  be
delivered to Landlord  proving  compliance with the foregoing  requirements.  If
Tenant shall fail, refuse or neglect to obtain or to maintain any insurance that
it is required to provide or to furnish Landlord with  satisfactory  evidence of
coverage  on any such  policy  upon  demand,  Landlord  shall  have the right to
purchase such insurance.  All payments made by Landlord for such insurance shall
be  recoverable  by Landlord from Tenant,  together with  interest  thereon,  as
Additional Rent promptly upon demand.  Notwithstanding anything contained herein
to the contrary,  Tenant may self-insure all of its personal  property  situated
within the Premises against property damage and destruction.

          b) WAIVER OF  SUBROGATION.  The parties to this Lease each release the
other, to the extent of the releasing party's insurance  coverage,  from any and
all  liability  for any loss or damage  covered by such  insurance  which may be
inflicted  upon the  property of such party even if such loss or damage shall be
brought  about by the fault or  negligence  of the other  party,  its  agents or
employees.  If any policy  does not permit  such a release  of  liability  and a
waiver of subrogation,  and if the party to benefit therefrom requests that such
a waiver be  obtained,  the other party agrees to obtain an  endorsement  to its
insurance policies permitting such waiver of subrogation if it is available.  If
an additional premium is charged for such waiver, the party benefiting therefrom
agrees to pay the amount of such additional premium promptly upon demand. In the
event a party is unable to obtain such a waiver, it shall immediately notify the
other party of its inability.  In the absence of such notifications,  each party
shall be deemed to have obtained such waiver of subrogation.

          c)  INCREASE  OF  PREMIUMS.  Tenant will not do anything or fail to do
anything or permit  anything to be done which will cause the cost of  Landlord's
insurance to increase or which will prevent  Landlord from  procuring  insurance
(including but not limited to public liability insurance) from companies, and in
a form, satisfactory to Landlord. If any breach of this subsection (c) by Tenant
shall cause the rate of fire or other  insurance to be  increased,  Tenant shall
pay the amount of such  increase as Additional  Rent  promptly  upon demand.  If
Tenant does anything or fails to do anything or permits  anything to be done for
which  insurance  cannot be  obtained,  Landlord may  terminate  this Lease upon
written notice to Tenant.

     8. REPAIRS AND MAINTENANCE.

          a) Tenant  shall,  throughout  the Term and at Tenant's  sole cost and
expense,  keep and maintain the Premises in a neat and orderly  condition;  and,
upon  expiration of the Term,  Tenant shall leave the Premises in good order and
condition,  ordinary wear and tear, damage by fire or other casualty (which fire
or other  casualty has

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<PAGE>

not occurred  through the negligence of Tenant or those claiming under Tenant or
their agents, employees or invitees,  respectively) alone excepted, and for that
purpose  and  except as  stated,  Tenant  will make all  necessary  repairs  and
replacements.  Tenant  shall  not  permit  any  waste,  damage  or injury to the
Premises.  Tenant  shall not use or permit the use of any  portion of the Common
Facilities  for other than their  intended use as specified by the Landlord from
time to time.

          b) Landlord  shall,  throughout the Term,  make all necessary  repairs
(including  replacements)  to the structural  elements of the Premises and other
improvements  located on the Property,  including the roof and exterior walls of
the Building as well as the mechanical, HVAC, electrical and plumbing systems of
the Building not solely serving the Premises;  provided,  however, that Landlord
shall have no  responsibility  to make any  repairs  unless  and until  Landlord
receives  written  notice of the need for such repair.  Landlord  shall keep and
maintain all Common Facilities of the Property and any sidewalks, parking areas,
curbs and access ways  adjoining the Property in a clean and orderly  condition,
free of  accumulation  of dirt and  rubbish  and  shall  keep and  maintain  all
landscaped areas within the Property in a neat and orderly condition.

          c)  Notwithstanding  the foregoing,  repairs and  replacements  to the
Premises and the Property  arising out of or caused by Tenant's  use,  manner of
use or occupancy  of the  Premises,  by Tenant's  installation  of  alterations,
additions,  improvements, trade fixtures or equipment in or upon the Premises or
by any act or omission of Tenant or any employee,  agent,  contractor or invitee
of Tenant  shall be made at Tenant's  sole cost and expense and Tenant shall pay
Landlord the cost of any such repair or  replacement,  as Additional  Rent, upon
demand.

     9. UTILITIES AND SERVICES.

          a) Landlord shall furnish the Premises with  electricity,  heating and
air  conditioning  for the normal use and  occupancy  of the Premises as general
offices  between 8:00 a.m. and 6:00 p.m.,  Monday through  Friday,  of each week
during the Term (Building Holidays excepted). Tenant agrees to pay as Additional
Rent all charges for electricity, light, heat or other utility used by Tenant at
the  Premises.  If a  separate  meter is  installed,  Tenant  shall  pay for the
consumption of such utilities  based upon its metered usage. A separate meter or
submeter  shall be  installed  (as set  forth in  Exhibit  C) to meter  Tenant's
consumption  of  electricity.  If no meter is  installed,  Tenant  shall pay its
Proportionate Share of any utility charges covering the Demised Premises and the
remainder of the  Building.  Tenant shall pay all bills for  separately  metered
utility usage within ten (10) days after receipt thereof, and any non-payment or
late payment of such utility  bills shall be deemed a default under the terms of
this Lease. All charges for installation and repairs of any meters servicing the
Premises  shall be payable by Tenant as  Additional  Rent and shall be paid when
the same shall  become  due.  If Tenant  shall  require  electricity  or install
electrical  equipment  using current in excess of 110 volts or which will in any
way increase the amount of electricity  furnished by Landlord for general office
use (including but not limited to electrical heating or refrigeration  equipment
or electronic  data  processing  machines) or if Tenant shall attempt to use the


                                       7
<PAGE>

Premises in such a manner  that the  services to be  furnished  by Landlord  are
required  during periods other than the business hours specified  above,  Tenant
will obtain prior  written  approval  from  Landlord and will pay, as Additional
Rent, for the resulting  additional  direct  expense to Landlord,  including the
expense  resulting from the  installation of any equipment and meters,  promptly
upon receipt of an invoice from Landlord.

          b) Within  the  Common  Facilities  of the  Building,  Landlord  shall
furnish  reasonably:  (i) adequate  electricity,  (ii) hot and cold water, (iii)
lavatory supplies,  (iv) automatically operated elevator service, (v) normal and
customary  cleaning  services (on a five-day a week basis) after business hours,
(vi) heat and air conditioning in season, (vii) landscaping,  (viii) parking lot
maintenance,  (ix) common area maintenance and (x) snow and ice removal.  Tenant
shall be responsible for its Proportionate  Share of such services in accordance
with Section 6(b)  hereof.  Landlord  shall  provide  janitorial  service to the
Premises,  five days per week,  after regular  business hours,  and the costs of
such service will be passed through to Tenant as set forth in Section 6.

          c) Landlord  shall not be liable for any  damages to Tenant  resulting
from  the  quality,  quantity,  failure,  unavailability  or  disruption  of any
services  beyond  the  reasonable  control  of  Landlord  and the same shall not
constitute a termination of this Lease or an actual or constructive  eviction or
entitle Tenant to an abatement of rent.  Landlord  shall not be responsible  for
providing   any   services  not   specifically   provided  for  in  this  Lease.
Notwithstanding  anything  to the  contrary  contained  in  this  Lease,  if (i)
Landlord  ceases to furnish any  service in the  Building,  and Tenant  notifies
Landlord of such  cessation in writing (the  "Interruption  Notice"),  (ii) such
cessation  does not arise as a result of the gross  negligence  of Tenant  (iii)
such  cessation is not caused by a fire or other casualty (in which case Section
15 shall control),  (iv) the repair or restoration of such service is reasonably
within  the  control of  Landlord,  and (v) as a result of such  cessation,  the
Premises or material  portion  thereof,  is rendered  untenatable  (meaning that
Tenant is unable to use the  Premises or a  substantial  portion  thereof in the
normal course of its  business) and Tenant,  in fact ceases to use the Premises,
or material  portion thereof,  then,  commencing on the fifth (5th) Business Day
after the later to occur of the date the Premises (or material  portion thereof)
becomes  untenatable,  the date  Tenant  ceases  to use such  space and the date
Tenant provides Landlord with an Interruption  Notice,  all rent hereunder shall
be abated on a per diem basis for each day of such  interruption  based upon the
percentage of the Premises so rendered  untenantable  and not used by Tenant and
such abatement  shall continue  until the date the Premises  becomes  tenantable
again.

          d) Tenant shall pay capital  improvements which Landlord shall install
or construct for energy saving devices.  Tenant's  Proportionate  Share shall be
determined  based  upon  the  estimated  life of the  capital  investment  item,
determined  by  Landlord  in  accordance  with  generally  accepted   accounting
principles, and shall include a cost of capital funds adjustment equal to twelve
percent  (12%) per year on the  unamortized  portion of all such  costs.  Tenant
shall  only  have to pay for  the  portion  of the  useful  life of the  capital
improvement  which falls  within the Term.  Tenant  shall thus make  payments in
equal annual  installments for such capital  improvements until the Term expires
or until

                                       8
<PAGE>

the cost of the  improvement  has been fully paid for,  whichever  first occurs;
such payments shall be computed by Landlord at the time of  installation  of the
capital  improvement  in the same  manner  as  Landlord  makes  computations  of
Tenant's share of the annual operating costs pursuant to Section 6(b)(ii).

     10. GOVERNMENTAL REGULATIONS.

          a)  Landlord  and  Tenant  shall  comply  with all  laws,  ordinances,
notices,  orders, rules,  regulations and requirements of all federal, state and
municipal government or any department, commission, board of officer thereof, or
of the National Board of Fire Underwriters or any other body exercising  similar
functions,  relating  to the  Premises  or to the  use or  manner  of use of the
Property.  Tenant  shall not  knowingly  do or  commit,  or suffer to be done or
committed  anywhere  in the  Building,  any act or thing  contrary to any of the
laws,  ordinances,  regulations  and  requirements  referred to in this Section.
Tenant shall give Landlord prompt written notice of any accident in the Premises
and of any  breakage,  defect or  failure  in any of the  systems  or  equipment
servicing the Premises or any portion of the Premises.

          b) Tenant  shall pay its  Proportionate  Share of the cost of  capital
improvements  which  Landlord  shall  install or  construct in  compliance  with
governmental  requirements  which take effect after the commencement of the Term
hereof  or as energy  saving  devices.  Tenant's  Proportionate  Share  shall be
determined  based  upon  the  estimated  life of the  capital  investment  item,
determined  by  Landlord  in  accordance  with  generally  accepted   accounting
principles, and shall include a cost of capital funds adjustment equal to twelve
percent  (12%) per year on the  unamortized  portion of all such  costs.  Tenant
shall  only  have to pay for  the  portion  of the  useful  life of the  capital
improvement  which falls  within the Term.  Tenant  shall thus make  payments in
equal annual  installments for such capital  improvements until the Term expires
or until the cost of the  improvement  has been fully paid for,  whichever first
occurs;  such payments shall be computed by Landlord at the time of installation
of the capital  improvement in the same manner as Landlord makes computations of
Tenant's share of the annual operating costs pursuant to Section 6(b)(ii).

          c) Tenant shall pay all taxes imposed upon Tenant's furnishings, trade
fixtures, equipment or other personal property.

     11. SIGNS. Except for signs which are located wholly within the interior of
the Premises and which are not visible from the exterior of the Premises, Tenant
shall not place,  erect,  maintain  or paint any signs upon the  Premises or the
Property unless the design of such signs are approved by Landlord in writing and
comply with all applicable  governmental rules,  regulating  ordinances or other
statutes.  Tenant  shall  be  solely  responsible  for all  costs  and  expenses
associated  with the  erection  of any  signs  upon the  Premises  and  shall be
obligated to obtain and provide to Landlord any and all necessary  permits prior
to the  placement  or  erection of such signs.  Notwithstanding  the  foregoing,
Tenant shall be permitted to place its name on the Building directory.

                                       9
<PAGE>

     12. ALTERATIONS, ADDITIONS AND FIXTURES.

          a) Tenant  shall have the right to install in the  Premises  any trade
fixtures;  provided,  however,  that no such installation and no removal thereof
shall be permitted  which  affects any  structural  component of the Building or
Premises  and that Tenant  shall  repair and restore any damage or injury to the
Premises or the Property caused by installation or removal.

          b)  Tenant  shall  not  make or  permit  to be made  any  alterations,
improvements  or additions to the Premises or Property  without on each occasion
first presenting plans and  specifications to Landlord and obtaining  Landlord's
prior written consent,  which shall not be unreasonably withheld or delayed, but
may be conditioned  upon  compliance  with  reasonable  requirements of Landlord
including, without limitation, the filing of mechanics' lien waivers by Tenant's
contractors  and the  submission  of  written  evidence  of  adequate  insurance
coverage  naming  Landlord  as an  additional  insured  thereunder.  If Landlord
consents to any  proposed  alterations,  improvements  or  additions or Tenant's
contractor  performs  any of the work  identified  in  Section  3 of this  Lease
Agreement,  then Tenant shall make the proposed  alterations,  improvements  and
additions at Tenant's sole cost and expense  provided that: (i) Tenant  supplies
any  necessary  permits;  (ii) such  alterations  and  improvements  do not,  in
Landlord's judgment, impair the structural strength of the Building or any other
improvements  or reduce the value of the Property;  (iii) Tenant takes or causes
to be taken all steps that are  otherwise  required  by Section 13 of this Lease
and that are required or permitted  by law in order to avoid the  imposition  of
any  mechanic's,  laborer's  or  materialman's  lien  upon the  Premises  or the
Property; (iv) Tenant uses a contractor reasonably approved by Landlord; (v) the
occupants of the Building and of any adjoining real estate owned by Landlord are
not unreasonbly annoyed or disturbed by such work such that the conduct of their
business is interefered with ; (vi) the  alterations,  improvements or additions
shall be installed in accordance with the approved plans and  specifications and
completed according to a construction  schedule approved by Landlord;  and (vii)
Tenant  provides  insurance  of the  types  and  coverage  amounts  required  by
Landlord.  Any and all  alterations,  improvements and additions to the Premises
which are  constructed,  installed  or  otherwise  made by  Tenant  shall be the
property of Tenant until the expiration or sooner  termination of this Lease; at
that time all such  alterations  and additions  shall remain on the Premises and
become the property of Landlord  without  payment by Landlord  unless,  upon the
termination of this Lease,  Landlord  instructs  Tenant in writing to remove the
same in which  event  Tenant  will remove  such  alterations,  improvements  and
additions,  and repair and  restore  any  damage to the  Property  caused by the
installation or removal.  Notwithstanding  anything to the contrary contained in
this Lease,  Landlord may  withhold  its  approval to any proposed  alterations,
additions or  improvements  to the Premises in its absolute and sole  discretion
with respect to any such  alteration,  addition or  improvement  which  Landlord
determines   involves  any  modification  to  the  Building's  exterior  or  its
structural,  electrical,  mechanical  or  plumbing  systems,  or any  components
thereof.

     13.  MECHANIC'S  LIENS.  Tenant  shall  promptly  pay any  contractors  and
materialmen who supply labor, work or materials to Tenant at the Premises or the

                                       10
<PAGE>

Property so as to minimize the  possibility  of a lien attaching to the Premises
or the Property.  Tenant shall take all steps permitted by law in order to avoid
the  imposition  of any  mechanic's,  laborer's or  materialman's  lien upon the
Premises  or the  Property.  Should any such lien or notice of lien be filed for
work  performed for Tenant other than by Landlord,  Tenant shall cause such lien
or  notice of lien to be  discharged  of record  by  payment,  deposit,  bond or
otherwise  within  thirty (30) days after the filing  thereof or after  Tenant's
receipt of notice thereof,  whichever is earlier,  regardless of the validity of
such  lien or  claim.  If Tenant  shall  fail to cause  such lien or claim to be
discharged  and removed  from record  within such thirty (30) day period,  then,
without  obligation to investigate  the validity  thereof and in addition to any
other  right or  remedy  Landlord  may  have,  Landlord  may,  but  shall not be
obligated  to,  contest the lien or claim or discharge  it by payment,  deposit,
bond or otherwise;  and Landlord shall be entitled to compel the  prosecution of
an action for the  foreclosure  of such lien by the lienor and to pay the amount
of the judgment in favor of the lienor with  interest and costs.  Any amounts so
paid by  Landlord  and all costs and  expenses  including,  without  limitation,
attorneys'  fees  incurred by Landlord in  connection  therewith,  together with
interest at a rate of twelve percent (12%) per annum from the  respective  dates
of Landlord's making such payment or incurring such cost or expense, which shall
constitute  Additional  Rent payable  hereunder  promptly upon demand  therefor.
Nothing in this Lease is intended to authorize Tenant to do or cause any work or
labor to be done or any  materials  to be supplied  for the account of Landlord,
all of the same to be solely  for  Tenant's  account  and at  Tenant's  risk and
expense.  Further,  notwithstanding  anything to the contrary  contained in this
Lease,  nothing  contained in or  contemplated  by this Lease shall be deemed or
construed  in any way to  constitute  the consent or request by Landlord for the
performance of any work or services or the furnishing of any materials for which
any lien could be filed  against the Premises or the Building or the Property or
any part of any thereof,  nor as giving Tenant any right,  power or authority to
contract or permit the  performance of any work or services or the furnishing of
any  materials  for which any lien  could be filed  against  the  Premises,  the
Building,  the  Property or any part of any thereof.  Throughout  this Lease the
term "mechanic's lien" is used to include any lien, encumbrance or charge levied
or imposed upon the  Premises or the Property or any interest  therein or income
therefrom  on account of any  mechanic's,  laborer's  or  materialman's  lien or
arising  out of  any  debt  or  liability  to or  any  claim  or  demand  of any
contractor, mechanic, supplier, materialman or laborer and shall include without
limitation any mechanic's  notice of intention given to Landlord or Tenant,  any
stop order  given to  Landlord  or  Tenant,  any notice of refusal to pay naming
Landlord or Tenant and any injunctive or equitable  action brought by any person
entitled to any mechanic's lien.

     14. LANDLORD'S RIGHT OF ENTRY.

          a) Tenant shall permit Landlord and the authorized  representatives of
Landlord and of any mortgagee or any prospective mortgagee to enter the Premises
at all  reasonable  times,  with prior notice to Tenant,  for the purpose of (i)
inspecting the Premises or (ii) making any necessary  repairs to the Premises or
to the Building and performing any work therein. During the progress of any work
on the Premises or the  Building,  Landlord  will  attempt not to  inconvenience
Tenant, but shall not be liable for

                                       11
<PAGE>

inconvenience,  annoyance,  disturbance,  loss of  business  or other  damage to
Tenant by reason of making  any  repair or by  bringing  or  storing  materials,
supplies,  tools and  equipment in the Premises  during the  performance  of any
work,  and the  obligations  of Tenant  under  this  Lease  shall not be thereby
affected in any manner  whatsoever  unless  caused by the  negligence or willful
misconduct of the Landlord, its agents, contractors, or employees.

          b)  Landlord  shall have the right at all  reasonable  times to,  with
prior  notice to Tenant,  enter and to exhibit the  Premises  for the purpose of
inspection  or showing the Premises in  connection  with a sale or mortgage and,
during the last twelve (12) months of the Term, to enter upon and to exhibit the
Premises to any prospective tenant.

     15. DAMAGE BY FIRE OR OTHER CASUALTY.

          a) If the  Premises  or Building  is damaged or  destroyed  by fire or
other casualty,  Tenant shall promptly notify Landlord whereupon Landlord shall,
subject to the  consent of  Landlord's  present or future  mortgagee  and to the
conditions set forth in this Section 15, repair,  rebuild or replace such damage
and restore the  Premises to  substantially  the same  condition as the Premises
were in immediately prior to such damage or destruction; provided, however, that
Landlord  shall only be obligated to restore such damage or  destruction  to the
extent of the proceeds of fire and other extended coverage  insurance  policies.
Notwithstanding  the  foregoing,  if the Premises is destroyed or damaged to the
extent that in  Landlord's  sole  judgment  the  Premises  cannot be repaired or
restored within one hundred twenty (120) days after such casualty, Landlord may,
subject to the rights of Landlord's  mortgagee,  terminate this Lease by written
notice to Tenant within ninety (90) days after the date of such casualty.

          b) The  repair,  rebuilding  or  replacement  work shall be  commenced
promptly and completed with due diligence, taking into account the time required
by Landlord to effect a settlement  with, and procure  insurance  proceeds from,
the insurer, and for delays beyond Landlord's reasonable control.

          c) The net amount of any insurance proceeds recovered by reason of the
damage or  destruction  of the Building  (meaning the gross  insurance  proceeds
excluding  proceeds received  pursuant to a rental coverage  endorsement and the
cost of adjusting the insurance  claim and  collecting  the insurance  proceeds)
shall be applied  towards the cost of restoration.  Notwithstanding  anything to
the  contrary in this Lease  Agreement,  if in  Landlord's  sole opinion the net
insurance  proceeds will not be adequate to complete such restoration,  Landlord
shall have the right to terminate  this Lease and all the unaccrued  obligations
of the parties hereto by sending a written notice of such  termination to Tenant
specifying a termination date no less than ten (10) days after its transmission;
provided,  however, that Tenant may require Landlord, except during the last two
(2) years of the Term, to withdraw the notice of  termination by agreeing to pay
the cost of  restoration  in excess of the net insurance  proceeds and by giving
Landlord  adequate  security  for such  payment  prior to the  termination  date
specified in Landlord's notice of termination. If the

                                       12
<PAGE>

net  insurance  proceeds  are more than  adequate,  the  amount by which the net
insurance  proceeds exceed the cost of restoration  will be retained by Landlord
or applied to repayment of any mortgage secured by the Premises.

          d)  Landlord's  obligation  or election to restore the Premises  under
this  Section  shall be subject to the terms of any  present or future  mortgage
affecting  the  Premises  and to the  mortgagee's  consent  if  required  in the
mortgage  and shall not,  in any  event,  include  the  repair,  restoration  or
replacement of the fixtures, improvements,  alterations,  furniture or any other
property owned, installed, made by, or in the possession of Tenant.

          e) Landlord  shall  maintain  insurance  against loss or damage to the
Building by fire and such other  casualties  as may be included  within fire and
extended  coverage  insurance  or  all-risk  insurance,  together  with a rental
coverage  endorsement  or  other  comparable  form of  coverage.  If  Tenant  is
dispossessed of the Premises due to fire or other casualty,  Tenant will receive
an abatement of its Rent during the period Tenant is dispossessed.

     16.  NON-ABATEMENT OF RENT. Except as otherwise  expressly provided in this
Lease  there  shall be no  abatement  or  reduction  of the  Fixed  Basic  Rent,
Additional  Rent or other sums payable  hereunder for any cause  whatsoever  and
this Lease shall not  terminate,  nor shall Tenant be entitled to surrender  the
Premises,  in the event of fire,  casualty  or  condemnation  or any  default by
Landlord under this Lease.

     17. INDEMNIFICATION

          a) Unless such loss,  costs or damages  were caused by  negligence  of
Landlord,  its  employees,  agents  or  contractors,  Tenant  hereby  agrees  to
indemnify,   defend  and  hold  the  Landlord  and  its  employees,  agents  and
contractors  harmless  from any loss,  costs and damages  (including  reasonable
attorney's  fees and costs)  suffered  by  Landlord,  its agents,  employees  or
contractors, as a result of any claim by a third party, its agents, employees or
contractors  arising from Tenant's occupancy of the Premises.  Tenant shall only
be liable  for  actual and direct  losses,  costs and  damages  and shall not be
liable for special,  consequential,  indirect or punitive damages.  Tenant shall
have the right to designate counsel acceptable to Landlord, such approval not be
unreasonably  withheld,  to assume the  defense of any such third party claim on
behalf of itself and Landlord.  Landlord  shall not have the right to settle any
claim without the consent of Tenant. This indemnity shall survive the expiration
or termination of this Lease.

          b) Unless such loss,  costs or damages  were caused by  negligence  of
Tenant,  its  employees,  agents  or  contractors,  Landlord  hereby  agrees  to
indemnify,  defend and hold the Tenant and its employees, agents and contractors
harmless from any loss, costs and damages (including  reasonable attorney's fees
and costs) suffered by Tenant, its agents, employees or contractors, as a result
of any claim by a third party, its agents, employees or contractors arising from
Landlord's  operation of the Premises.  Landlord shall only be liable for actual
and  direct  losses,  costs and  damages  and shall not be liable

                                       13
<PAGE>

for special,  consequential,  indirect or punitive damages.  Landlord shall have
the right to  designate  counsel  acceptable  to Tenant,  such  approval  not be
unreasonably  withheld,  to assume the  defense of any such third party claim on
behalf of itself and Tenant. Tenant shall not have the right to settle any claim
without the consent of Landlord.  This indemnity shall survive the expiration or
termination of this Lease.

          c) If Landlord  brings any action under this Lease  Agreement,  Tenant
agrees in each case to pay Landlord's reasonable attorney's fees and other costs
and expenses incurred by Landlord in connection  therewith;  provided,  however,
the Landlord prevails in such action.

     18. CONDEMNATION.

          a)  TERMINATION.  If  (i)  all  of  the  Premises  are  covered  by  a
condemnation;  or (ii) any of the Premises is covered by a condemnation  and the
remaining part is insufficient for the reasonable  operation therein of Tenant's
business;  or (iii) subject to the provisions of subsection 18(b)(i) hereof, any
of the Property is covered by a condemnation and, in Landlord's sole opinion, it
would be impractical or the  condemnation  proceeds are  insufficient to restore
the  remainder  of the  Property;  then,  in any such  event,  this Lease  shall
terminate and all  obligations  hereunder  shall cease as of the date upon which
possession is taken by the condemnor. Upon such termination the Fixed Basic Rent
and all Additional Rent herein reserved shall be apportioned and paid in full by
Tenant to  Landlord to that date and all such rent  prepaid  for periods  beyond
that date shall forthwith be repaid by Landlord to Tenant.

          b) PARTIAL CONDEMNATION.

               i) If there is a partial  condemnation  and  Landlord  decides to
terminate  pursuant  to  subsection  18(a)(iii)  hereof  then Tenant may require
Landlord,  except  during the last two (2) years of the Term,  to  withdraw  its
notice of termination by: [A] giving Landlord  written notice thereof within ten
(10) days  from  transmission  of  Landlord's  notice  to  Tenant of  Landlord's
intention to terminate, [B] agreeing to pay the cost of restoration in excess of
the  condemnation  proceeds  reduced  by those  sums  expended  by  Landlord  in
collecting the condemnation  proceeds, and [C] giving Landlord adequate security
for such payment within such ten (10) day period.

               ii) If there is a  partial  condemnation  and this  Lease has not
been  terminated  pursuant to subsection (a) hereof,  Landlord shall restore the
Building and the improvements  which are part of the Premises to a condition and
size as nearly  comparable  as  reasonably  possible to the  condition  and size
thereof  immediately  prior to the date upon  which  possession  shall have been
taken by the condemnor; provided, however, that Landlord shall only be obligated
to restore such damage from  condemnation  to the extent possible with the award
damage. If the condemnation proceeds are more than adequate to cover the cost of
restoration and the Landlord's expenses in collecting the condemnation proceeds,
any excess proceeds shall be retained by Landlord or applied to repayment of any
mortgage secured by the Premises.

                                       14
<PAGE>

               iii) If there is a partial  condemnation  and this  Lease has not
been  terminated by the date upon which the condemnor  obtains  possession,  the
obligations  of Landlord and Tenant under this Lease shall be unaffected by such
condemnation  except that there shall be an equitable  abatement for the balance
of the Term of the Fixed  Basic  Rent  according  to the  value of the  Premises
before  and after the date upon which the  condemnor  takes  possession.  In the
event that the  parties  are unable to agree upon the amount of such  abatement,
either party may submit the issue to arbitration.

          c) AWARD.  In the event of a  condemnation  affecting  Tenant,  Tenant
shall have the right to make a claim against the condemnor for removal  expenses
and moving  expenses,  loss of business  and any other  claims  Tenant may have;
provided and to the extent,  however, that such claims or payments do not reduce
the sums  otherwise  payable by the condemnor to Landlord.  Except as aforesaid,
Tenant hereby waives all claims against Landlord and against the condemnor,  and
Tenant hereby  assigns to Landlord all claims  against the condemnor  including,
without limitation,  all claims for leasehold damages and diminution in value of
Tenant's leasehold interest.

     19. QUIET ENJOYMENT.  Tenant, upon paying the Fixed Basic Rent,  Additional
Rent and other charges herein  required and observing and keeping all covenants,
agreements  and  conditions  of this  Lease,  shall  quietly  have and enjoy the
Premises during the Term without  hindrance or molestation by anyone claiming by
or through  Landlord,  subject,  however,  to the exceptions,  reservations  and
conditions of this Lease.

     20.  RULES AND  REGULATIONS.  The  Landlord  hereby  reserves  the right to
prescribe,  from  time to time,  at its sole  discretion,  reasonable  rules and
regulations  (herein  called  the "Rules and  Regulations")  attached  hereto as
Exhibit B governing  the use and  enjoyment of the Premises and the remainder of
the Property.  The Rules and Regulations shall not materially interfere with the
Tenant's use and enjoyment of the Premises in accordance  with the provisions of
this  Lease for the  Permitted  Use and shall not  increase  or modify  Tenant's
obligations  under  this  Lease.  In the event of a conflict  between  the Lease
Agreement and such rules and regulations, the Lease Agreement shall control. The
Tenant shall comply at all times with the Rules and  Regulations and shall cause
its agents, employees, invitees, visitors, and guests to do so.

     21. ASSIGNMENT AND SUBLEASE. Tenant may assign or sublease the within Lease
to any party subject to the following:

          a) In the event  Tenant  desires  to  assign  this  Lease or  sublease
seventy  percent (70%) or more of the Premises to any other party,  Tenant shall
provide  written  notice of the  terms  and  conditions  of such  assignment  or
sublease  to  Landlord  prior  to the  effective  date of any such  sublease  or
assignment,  and,  prior to such  effective  date,  the Landlord  shall have the
option, exercisable by written notice to Tenant within ten (10) business days of
Landlord's  receipt of written  notice from Tenant,  to: (i) sublease such space
from Tenant at the lower rate of (a) the rental rate per rentable square foot of
Fixed Basic Rent and Additional Rent then payable  pursuant to this Lease or (b)
the terms set

                                       15
<PAGE>

forth in the proposed sublease,  (ii) recapture (in the case of subletting) that
portion of the  Premises to be sublet or all of the  Premises (in the case of an
assignment)  ("Recapture Space") so that such prospective  subtenant or assignee
shall then become the sole Tenant of Landlord hereunder,  or (iii) recapture the
Recapture Space for Landlord's own use, whereupon Tenant shall be fully released
from any and all obligations hereunder with respect to the Recapture Space.

          b) In the event that the Landlord elects not to recapture the Lease as
hereinabove  provided,  the Tenant may nevertheless  assign this Lease or sublet
the whole or any  portion  of the  Premises,  subject  to the  Landlord's  prior
written consent not to be unreasonably withheld, conditioned or delayed , on the
basis of the following terms and conditions:

               i) The Tenant shall  provide to the Landlord the name and address
of the assignee or subtenant.

               ii)  The  assignee  or  subtenant   shall   assume,   by  written
instrument,  all of the obligations of this Lease, and a copy of such assumption
agreement  shall be  furnished  to the  Landlord  within  ten  (10)  days of its
execution. Any sublease shall expressly acknowledge that said subtenant's rights
against Landlord shall be no greater than those of Tenant.

               iii) The Tenant and each assignee  shall be and remain liable for
the observance of all the covenants and provisions of this Lease, including, but
not limited to, the payment of Fixed  Basic Rent and  Additional  Rent  reserved
herein,  through  the entire  Term of this  Lease,  as the same may be  renewed,
extended or otherwise modified.

               iv) The Tenant and any  assignee  shall  promptly pay to Landlord
fifty  percent  (50%)  of the  net  profit  received  from  such  subleasing  or
assignment.  Net profit will be calculated  after  deducting the Tenant's direct
costs of implementing the sublease or assignment.

               v) In any event,  the acceptance by the Landlord of any rent from
the  assignee or from any of the  subtenants  or the failure of the  Landlord to
insist upon a strict  performance of any of the terms,  conditions and covenants
herein  shall not release the Tenant  herein,  nor any  assignee  assuming  this
Lease, from any and all of the obligations herein during and for the entire Term
of this Lease.

               vi)  Landlord  shall  require a Five  Hundred  Dollars  ($500.00)
payment to cover its handling charges for each request for consent to any sublet
or assignment prior to its consideration of the same.  Tenant  acknowledges that
its sole remedy with respect to any assertion that Landlord's failure to consent
to any sublet or  assignment  is  unreasonable  shall be the remedy of  specific
performance  and  Tenant  shall have no other  claim or cause of action  against
Landlord as a result of Landlord's actions in refusing to consent thereto.

                                       16
<PAGE>

          c) If Tenant is a corporation  other than a corporation whose stock is
listed and traded on a nationally  recognized stock exchange,  the provisions of
subsection a hereof shall apply to a transfer (however accomplished,  whether in
a single  transaction  or in a series of related or unrelated  transactions)  of
stock (or any  other  mechanism  such as, by way of  example,  the  issuance  of
additional  stock,  a stock  voting  agreement  or change in class(es) of stock)
which  results in a change of control of Tenant as if such transfer of stock (or
other  mechanism)  which  results  in a change  of  control  of  Tenant  were an
assignment of this Lease, and if Tenant is a partnership or joint venture,  said
provisions  shall apply with respect to a transfer (by one or more transfers) of
an interest in the  distributions  of profits and losses of such  partnership or
joint venture (or other mechanism,  such as, by way of example,  the creation of
additional general partnership or limited  partnership  interests) which results
in a change  of  control  of such a  partnership  or joint  venture,  as if such
transfer  of an  interest  in the  distributions  of profits  and losses of such
partnership  or joint  venture  which  results  in a change of  control  of such
partnership or joint venture were an assignment of this Lease;  but  subsections
(a) and (b) hereof shall not apply to  transactions  with a corporation or other
entity into or with which  Tenant is merged or  consolidated  or to which all or
substantially all of Tenant's assets, stock, or membership units are transferred
or to any corporation, or other entity which controls or is controlled by Tenant
or is under  common  control  with  Tenant,  provided  that in the event of such
merger,  consolidation  or  transfer  of all or  substantially  all of  Tenant's
assets,  stock or  membership  units (i) the successor to Tenant has a net worth
computed in accordance with generally  accepted  accounting  principles at least
equal to the  greater of (1) the net worth of Tenant  immediately  prior to such
merger,  consolidation or transfer,  or (2) the net worth of Tenant herein named
on the date of this Lease,  and (ii) proof  satisfactory to Landlord of such net
worth shall have been  delivered to Landlord at least ten (10) days prior to the
effective date of any such transaction.

          d) In the event that any or all of Tenant's  interest in the  Premises
and/or this Lease is transferred  by operation of law to any trustee,  receiver,
or  other  representative  or agent  of  Tenant,  or to  Tenant  as a debtor  in
possession,  and  subsequently  any or all of Tenant's  interest in the Premises
and/or  this  Lease is  offered  or to be  offered  by  Tenant  or any  trustee,
receiver,  or other  representative  or  agent of  Tenant  as to its  estate  or
property  (such  person,  firm or entity  being  hereinafter  referred to as the
"Grantor", for assignment,  conveyance, lease, or other disposition to a person,
firm or entity other than  Landlord  (each such  transaction  being  hereinafter
referred to as a "Disposition"), it is agreed that Landlord has and shall have a
right of first refusal to purchase,  take, or otherwise  acquire,  the same upon
the same terms and  conditions  as the Grantor  thereof  shall  accept upon such
Disposition  to  such  other  person,  firm,  or  entity;  and as to  each  such
Disposition  the Grantor  shall give  written  notice to Landlord in  reasonable
detail of all of the terms and conditions of such Disposition within twenty (20)
days next following its  determination to accept the same but prior to accepting
the same, and Grantor shall not make the  Disposition  until and unless Landlord
has  failed  or  refused  to  accept  such  right  of  first  refusal  as to the
Disposition,  as set forth  herein.  Landlord  shall  have  sixty (60) days next
following its receipt of the written  notice as to such  Disposition in which to
exercise the option to acquire Tenant's  interest by such  Disposition,  and the
exercise  of the option by  Landlord  shall be effected by notice to that effect
sent to the  Grantor;  but nothing  herein  shall  require

                                       17
<PAGE>

Landlord to accept a particular  Disposition  or any  Disposition,  nor does the
rejection of any one such offer of first refusal  constitute a waiver or release
of the  obligation of the Grantor to submit other offers  hereunder to Landlord.
In the event Landlord accept such offer of first refusal,  the transaction shall
be consummated pursuant to the terms and conditions of the Disposition described
in the notice to  Landlord.  In the event  Landlord  rejects such offer of first
refusal, Grantor may consummate the Disposition with such other person, firm, or
entity;  but any  decrease in price of more than two  percent  (2%) of the price
sought from Landlord or any change in the terms of payment for such  Disposition
shall  constitute a new transaction  requiring a further option of first refusal
to be given to Landlord hereunder.

          e) Without  limiting  any of the  provisions  of this  Section  21, if
pursuant to the Federal  Bankruptcy Code (herein referred to as the "Code"),  or
any similar law hereafter  enacted  having the same general  purpose,  Tenant is
permitted to assign this Lease  notwithstanding  the  restrictions  contained in
this Lease,  adequate  assurance of future  performance by an assignee expressly
permitted  under such Code shall be deemed to mean the deposit of cash  security
in an amount  equal to the sum of one  year's  Fixed  Basic  Rent plus an amount
equal to the  Additional  Rent for the calendar year preceding the year in which
such assignment is intended to become effective,  which deposit shall be held by
Landlord for the balance of the Term, without interest, as security for the full
performance  of all of Tenant's  obligations  under this  Lease,  to be held and
applied in the manner specified for any security deposit required hereunder.

          f) Except as specifically  set forth above, no portion of the Premises
or of Tenant's  interest  in this Lease may be  acquired by any other  person or
entity, whether by assignment, mortgage, sublease, transfer, operation of law or
act of the Tenant,  nor shall Tenant pledge its interest in this Lease or in any
security deposit required hereunder.

     22. TENANT'S RELOCATION.  The Landlord, in its sole discretion,  shall have
the right  from time to time to change the  location  of the  Premises  to other
space (the "Substituted  Leased  Premises") within the Building,  subject to the
terms and conditions set forth below.

          a) The Substituted  Leased Premises shall contain a minimum floor area
of  approximately  the  same  number  of  square  feet as are  contained  in the
Premises;  and the square footage of any Common  Facilities  attributable to the
Substituted  Leased  Premises  shall  be  approximately  the same as that of the
Common Facilities attributable to the Premises.

          b) If the total square  footage  comprised by the  Substituted  Leased
Premises and its attributable Common Facilities exceed the total of the Premises
and its attributable Common Facilities,  the Tenant shall not be required to pay
any  increase  in the Fixed  Basic  Rent and  Tenant's  Percentage  shall not be
increased.  If, however, such total square footage shall be less, Tenant's Fixed
Basic Rent and Tenant's Percentage shall be decreased proportionately.

          c) The Landlord  shall give the Tenant not less than  forty-five  (45)
days prior notice of Landlord's  decision to relocate the Tenant; and the Tenant
agrees that no later than

                                       18
<PAGE>

forty-five  (45)  days  from the date of its  receipt  of such  notice  it shall
relocate to the Substituted Leased Premises.

          d) The  Landlord  shall  bear and pay for the cost and  expense of any
such relocation; provided, however, that the Tenant shall not be entitled to any
compensation  for  damages  for any  interference  with or  interruption  of its
business  during or resulting  from such  relocation.  The  Landlord  shall make
reasonable  efforts to minimize such  interference.  Tenant shall cooperate with
Landlord  so  as  to  facilitate  the  prompt  completion  by  Landlord  of  its
obligations  under  this  Section.   Without  limiting  the  generality  of  the
foregoing,  Tenant  agrees to  provide  to  Landlord  promptly  such  approvals,
instructions,  plans,  specifications  or other information as may be reasonably
requested by Landlord.

          e) In connection with any such relocation,  the Landlord shall, at its
own cost and expense,  furnish and install in (or, if practicable,  relocate to)
the Substituted Leased Premises all walls, partitions,  floors, floor coverings,
ceilings,  fixtures,  wiring and plumbing,  if any, (as distinguished from trade
fixtures,  equipment,   furniture,   furnishings  and  other  personal  property
belonging to Tenant) required for the Tenant's proper use and occupancy thereof,
all of which items shall be comparable in quality,  quantity and designto  those
situated  in  the  Premises  as  originally   constructed  by  Landlord  at  the
commencement of the Term.

          f) The payments of new Fixed Basic Rent shall  commence on the earlier
of ten (10) days after  Landlord  has  completed  the  physical  relocation  and
installation of permanent improvements in the Substituted Leased Premises or the
date that Tenant first opens for business in the Substituted Leased Premises.

          g) Landlord  and Tenant  shall  promptly  execute an amendment to this
Lease reciting the relocation of the Premises and any changes in the Fixed Basic
Rent payable hereunder.

     23.  SUBORDINATION.  This  Lease and  Tenant's  rights  hereunder  shall be
subject and  subordinate at all times in lien and priority to any first mortgage
or other  primary  encumbrance  now or hereafter  placed upon or  affecting  the
Property or the Premises,  and to any second  mortgage or  encumbrance  with the
consent  of  the  first   mortgagee,   and  to  all   renewals,   modifications,
consolidations  and  extensions  thereof,  without the  necessity of any further
instrument  or act on the part of Tenant.  Tenant shall execute and deliver upon
demand any further  instrument or instruments  confirming the  subordination  of
this  Lease to the lien of any such first  mortgage  or to the lien of any other
mortgage,  if  requested  to do so by  Landlord  with the  consent  of the first
mortgagee,  and any further  instrument or instruments of attornment that may be
desired by any such mortgagee or Landlord, provided, however, that any holder of
such  lien or  mortgage  agrees  not to  disturb  the use and  occupancy  of the
Premises  in  accordance  with  the  terms  of this  Lease  Agreement  upon  any
foreclosure.  Notwithstanding  the  foregoing,  any  mortgagee  may at any  time
subordinate  its mortgage to this Lease,  without  Tenant's  consent,  by giving
notice in writing to Tenant and  thereupon  this Lease shall be deemed  prior to
such  mortgage  without  regard  to  their  respective  dates of  execution  and
delivery.  In that event such

                                       19
<PAGE>

mortgagee  shall have the same rights with  respect to this Lease as though this
Lease had been executed  prior to the execution and delivery of the mortgage and
had been  assigned  to such  mortgagee.  Landlord  agrees  that it will use best
efforts to obtain and  deliver to Tenant a  subordination,  non-disturbance  and
attornment  agreement  from the  holder(s)  of any  mortgage  or other  security
interest affecting the Premises of Building.

     24. CURING TENANT'S DEFAULTS.  If Tenant defaults in the performance of any
of its obligations hereunder,  Landlord may, without any obligation to do so and
in addition to any other rights it may have in law or equity, elect to cure such
default  on  behalf  of  Tenant  after  written  notice  (except  in the case of
emergency) to Tenant.  Tenant shall reimburse  Landlord upon demand for any sums
paid or costs  incurred by Landlord in curing such default,  including  interest
thereon  from the  respective  dates  of  Landlord's  making  the  payments  and
incurring such costs,  which sums and costs together with interest thereon shall
be deemed Additional Rent payable within ten (10) days of demand.

     25. SURRENDER.

          a) At the  expiration or earlier  termination of the Term Tenant shall
promptly yield up the Premises and all  improvements,  alterations and additions
thereto,  and all fixtures and  equipment  servicing the Premises in a condition
which is clean of garbage and debris and broom clean and in the same  condition,
order and  repair in which they are  required  to be kept  throughout  the Term,
ordinary wear and tear excepted.

          b) If Tenant,  or any person  claiming  through  Tenant,  continues to
occupy the Premises after the  expiration or earlier  termination of the Term or
any renewal thereof without prior written consent of Landlord, the tenancy under
this Lease  shall  become,  at the option of  Landlord,  expressed  in a written
notice to Tenant and not otherwise,  either from  month-to-month or for a period
of one (1) year,  terminable by Landlord on thirty (30) days prior notice, under
the same terms and conditions set forth in this Lease; except, however, that the
Fixed Basic Rent during such continued occupancy shall be 150% of the amount set
forth in subsection 6(a). Anything to the contrary notwithstanding,  any holding
over by Tenant  without  Landlord's  prior written  consent  shall  constitute a
default  hereunder  and  shall  be  subject  to all the  remedies  set  forth in
subsection 26(b) hereof.

     26. DEFAULTS-REMEDIES.

          a) Defaults.  It shall be an event of default  under this Lease if any
one or more of the following events occurs:

               i) Tenant  fails to pay in full,  within  five (5) days of notice
from Landlord , any and all  installments of Fixed Basic Rent or Additional Rent
or any other charges or payments due and payable under this Lease whether or not
herein included as rent.

               ii) Tenant violates or fails to perform or otherwise breaches any
agreement,  term,  covenant  or  condition  contained  in this  Lease  and  such
violation or

                                       20
<PAGE>

failure  continues for a period of fifteen (15) days after notice from Landlord,
or such longer period,  not to exceed thirty (30) days,  provided such breach is
not reasonably capable of cure within fifteen (15) days and Tenant is diligently
pursuing such cure.

               iii) Tenant  becomes  insolvent or bankrupt in any sense or makes
an assignment for the benefit of creditors or if a petition in bankruptcy or for
reorganization  or for an arrangement  with creditors under any federal or state
law is filed by or against Tenant,  or a bill in equity or other  proceeding for
the appointment of a receiver or similar  official for any of Tenant's assets is
commenced,  or if any of the real or personal property of Tenant shall be levied
upon  by  any  sheriff,  marshal  or  constable;  provided,  however,  that  any
proceeding  brought  by anyone  other than the  parties to this Lease  under any
bankruptcy,  reorganization arrangement, insolvency, readjustment,  receivership
or similar law shall not  constitute an event of default until such  proceeding,
decree,  judgment  or order has  continued  unstayed  for more than  sixty  (60)
consecutive days.

          b) REMEDIES.  Upon the  occurrence  of an event of default  under this
Lease, Landlord shall have all of the following rights:

               i) Landlord may charge a late payment charge of five (5%) percent
of any amount owed to  Landlord  pursuant to this Lease which is not paid within
five (5) days of the due date  which is set forth in the Lease or, if a due date
is not specified in this Lease, within thirty (30) days of the mailing of a bill
therefor by Landlord.  If Landlord  incurs a late charge in connection  with any
payment which Tenant has failed to make within the times required in this Lease,
Tenant shall pay  Landlord,  in addition to such payment due, the full amount of
such late charge incurred by Landlord.  Nothing in this Lease shall be construed
as waiving  any rights of  Landlord  arising  out of any  default of Tenant,  by
reason of  Landlord's  imposing  or  accepting  any such late  charge(s)  and/or
interest;  the right to collect such late charge(s)  and/or interest is separate
and apart from any rights  relating to remedies  of  Landlord  after  default by
Tenant  including,  without  limitation,  the rights and  remedies  of  Landlord
provided herein.

               ii)  Landlord may  accelerate  the whole or any part of the Fixed
Basic Rent and all Additional Rent for the entire unexpired  balance of the Term
of this Lease, as well as all other charges, payments, costs and expenses herein
agreed  to be paid by  Tenant,  and  any  Fixed  Basic  Rent or  other  charges,
payments,  costs and expenses so accelerated  shall,  in addition to any and all
installments of rent already due and payable and in arrears and any other charge
or payment  herein  reserved,  included or agreed to be treated or  collected as
rent and any other  charge,  expense or cost herein  agreed to be paid by Tenant
which may be due and payable and in arrears, be deemed due and payable as if, by
the terms and provisions of this Lease, such accelerated rent and other charges,
payments, costs and expenses were on that date payable in advance.

               iii)  Landlord may  re-enter  the Premises  and, at the option of
Landlord,  remove  all  persons  and all or any  property  therefrom,  either by
summary dispossess proceedings or by any suitable action or proceeding at law or
by force or otherwise, without being liable for prosecution or damages therefor,
and Landlord may

                                       21
<PAGE>

repossess and enjoy the Premises.  Upon recovering possession of the Premises by
reason  of or based  upon or  arising  out of a default  on the part of  Tenant,
Landlord may, at Landlord's  option,  either  terminate  this Lease or make such
alterations  and repairs as may be  necessary in order to relet the Premises and
may relet the Premises or any part or parts thereof,  either in Landlord's  name
or otherwise,  for a term or terms which may, at Landlord's option, be less than
or exceed the period which would  otherwise have  constituted the balance of the
Term of this  Lease  and at such rent or rents  and upon  such  other  terms and
conditions  as in  Landlord's  sole  discretion  may seem  advisable and to such
person or  persons as may in  Landlord's  discretion  seem best;  upon each such
reletting all rents received by Landlord from such reletting shall be applied as
follows:  first,  to the payment of any costs and  expenses  of such  reletting,
including all costs of alterations  and repairs;  second,  to the payment of any
indebtedness  other than Fixed Basic Rent,  Additional Rent or other charges due
hereunder  from Tenant to Landlord;  third,  to the payment of Fixed Basic Rent,
Additional Rent and other charges due and unpaid hereunder;  and the residue, if
any,  shall be held by Landlord  and applied in payment of future rent as it may
become due and payable hereunder.  If rentals received from reletting during any
month are less than that to be paid  during that month by Tenant,  Tenant  shall
pay any such  deficiency to Landlord.  Such  deficiency  shall be calculated and
paid  monthly.  No such  re-entry or taking  possession  of the  Premises or the
making of alterations or improvements  thereto or the reletting thereof shall be
construed as an election on the part of Landlord to terminate  this Lease unless
written notice of termination is given to Tenant.  Landlord shall in no event be
liable in any way  whatsoever for failure to relet the Premises or, in the event
that the Premises or any part or parts thereof are relet, for failure to collect
the rent  thereof  under  such  reletting.  Notwithstanding  any such  reletting
without termination, Landlord may at any time thereafter elect to terminate this
Lease for such previous breach.

               iv)  Landlord may  terminate  this Lease and the Term without any
right on the part of Tenant to waive the forfeiture by payment of any sum due or
by other  performance  of any  condition,  term or  covenant  broken.  Upon such
termination,  Landlord shall be entitled to recover,  in addition to any and all
sums and damages for violation of Tenant's obligations hereunder in existence at
the time of such termination, damages for Tenant's default in an amount equal to
the amount of the Fixed Basic Rent and Additional  Rent reserved for the balance
of the Term, as well as all other charges,  payments,  costs and expenses herein
agreed to be paid by Tenant all of which  amount  shall be  immediately  due and
payable from Tenant to Landlord upon demand therefor.

               v) WHEN  THIS  LEASE  AND THE TERM OR ANY  EXTENSION  OR  RENEWAL
THEREOF SHALL HAVE BEEN TERMINATED ON ACCOUNT OF ANY DEFAULT BY TENANT,  OR WHEN
THE TERM HAS  EXPIRED,  UPON FIVE (5)  BUSINESS  DAYS  PRIOR  WRITTEN  NOTICE TO
TENANT,  IT SHALL BE LAWFUL FOR ANY ATTORNEY OF ANY COURT OF RECORD TO APPEAR AS
ATTORNEY  FOR TENANT AS WELL AS FOR ALL PERSONS  CLAIMING  BY,  THROUGH OR UNDER
TENANT,  AND TO FILE AN AGREEMENT FOR ENTERING IN ANY COMPETENT  COURT AN ACTION
FOR JUDGMENT IN EJECTMENT AGAINST TENANT AND ALL PERSONS CLAIMING

                                       22
<PAGE>

BY,  THROUGH OR UNDER TENANT FOR THE RECOVERY BY LANDLORD OF  POSSESSION  OF THE
PREMISES,  FOR WHICH THIS LEASE SHALL BE A  SUFFICIENT  WARRANT;  WHEREUPON,  IF
LANDLORD SO DESIRES,  AN  APPROPRIATE  WRIT OF POSSESSION  MAY ISSUE  FORTHWITH,
WITHOUT ANY PRIOR WRIT OR  PROCEEDING  WHATSOEVER,  AND PROVIDED THAT IS FOR ANY
REASON AFTER SUCH ACTION SHALL HAVE BEEN  COMMENCED IT SHALL BE  DETERMINED  AND
POSSESSION OF THE PREMISES  REMAIN IN OR BE RESTORED TO TENANT,  LANDLORD  SHALL
HAVE THE RIGHT FOR THE SAME DEFAULT AND UPON ANY SUBSEQUENT DEFAULT OR DEFAULTS,
OR UPON THE  TERMINATION  OF THIS  LEASE OR  TENANT'S  RIGHT  OF  POSSESSION  AS
HEREINBEFORE  SET FORTH,  TO BRING ONE OR MORE  FURTHER  ACTIONS IN EJECTMENT AS
HEREINBEFORE SET FORTH TO CONFESS JUDGMENT FOR THE RECOVERY OF POSSESSION OF THE
PREMISES.

          c) WAIVER OF JURY TRIAL. IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD
AND TENANT THAT (A) THEY HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTER-CLAIM  BROUGHT BY EITHER OF THE PARTIES  HERETO AGAINST THE OTHER ON ANY
MATTER  WHATSOEVER  ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE,  THE
RELATIONSHIP  OF LANDLORD AND TENANT,  TENANT'S USE OF OCCUPANCY OF THE PREMISES
OR CLAIM OF INJURY OR DAMAGE,  AND (B) IN ANY ACTION AGAINST LANDLORD BY TENANT,
THE LEGAL FEES OF THE  PREVAILING  PARTY WILL BE PAID BY THE OTHER  PARTY TO THE
ACTION.

          d) NON-WAIVER. No waiver by Landlord of any breach by Tenant of any of
Tenant's  obligations,  agreements or covenants  herein shall be a waiver of any
subsequent breach or of any other obligation,  agreement or covenant,  nor shall
any  forbearance by Landlord to seek a remedy for any event of default by Tenant
be a waiver by Landlord of any rights and  remedies  with respect to such or any
subsequent event of default.

          e) RIGHTS AND REMEDIES CUMULATIVE. No right or remedy herein conferred
upon or reserved to Landlord is intended to be  exclusive  of any other right or
remedy  provided  herein or by law, but each shall be cumulative and in addition
to every other right or remedy given herein or now or hereafter  existing at law
or in equity or by statute.

     27.  CONDITION  OF  PREMISES.  Tenant's  occupancy  of the  Premises  shall
constitute  acceptance of the Work performed by Landlord  pursuant to Section 3,
subject to any punchlist  items agreed to by the parties within thirty (30) days
after the Commencement Date and any latent or structural defects in the Premises
constructed in accordance with the Plans.


                                       23
<PAGE>

     28. HAZARDOUS SUBSTANCES.

          a)  Landlord  and  Tenant  shall not  cause or allow  the  generation,
treatment,  storage or disposal of Hazardous  Substances on or near the Premises
or Property.  "Hazardous  Substances" shall mean (i) any hazardous  substance as
that term is defined in the Comprehensive  Environmental Response,  Compensation
and  Liability Act  ("CERCLA"),  42 U.S.C.  9601 et seq.,  as amended,  (ii) any
hazardous waste or hazardous  substance as those terms are defined in any local,
state or Federal law,  regulation or ordinance not  inapplicable to the Premises
and Property, or (iii) petroleum including crude oil or any fraction thereof. In
the event Landlord or Tenant uses any Hazardous  Substances,  Landlord or Tenant
shall  dispose of such  substances in accordance  with all  applicable  Federal,
state and local laws, regulations and ordinances.

          b) Landlord and Tenant agree to  indemnify,  defend and hold  harmless
the other, its employees,  agents, successors, and assigns, from and against any
and all damage, claim,  liability,  or loss, including reasonable attorneys' and
other fees, arising out of or in any way connected to the generation, treatment,
storage  or  disposal  of  Hazardous  Substances  by  Landlord  or  Tenant,  its
employees,  agents,  contractors,  or  invitees,  on or  near  the  Premises  or
Property.  Such duty of  indemnification  shall  include,  but not be limited to
damage,   liability,   or  loss  pursuant  to  all  Federal,   state  and  local
environmental laws, rules and ordinances, strict liability and common law.

          c) Landlord and Tenant agree to notify each other  immediately  of any
disposal of Hazardous  Substances in the Premises or Property,  of any discovery
of Hazardous  Substances  in the  Premises,  or of any notice by a  governmental
authority or private party  alleging or suggesting  that a disposal of Hazardous
Substances on or near the Premises or Property may have  occurred.  Furthermore,
Landlord and Tenant agree to provide the other with full and complete  access to
any  documents  or  information  in its  possession  or control  relevant to the
question  of the  generation,  treatment,  storage,  or  disposal  of  Hazardous
Substances on or near the Premises.

          d) Except as disclosed in that certain  Phase 1 -  Environmental  Site
Assessment of the Solarex/Peco  Energy Facility,  Newtown,  PA, Job No. OPG97001
prepared by OXFORD  Engineers &  Consultants,  Inc,  dated May,  1997,  Landlord
represents  and  warrants  that,  to the  best of its  knowledge,  there  are no
Hazardous Substances in, under or about the Property. Landlord acknowledges that
Tenant and its employees, agents, successors and assigns shall not be liable for
any claims,  costs,  damages or liabilities  associated  with the  environmental
conditions  existing at the Property as of the Commencement Date as disclosed in
the foregoing Phase 1 Environmental  Site Assessment  unless such conditions are
exacerbated by the Tenant, its employees, agents, successors or assigns.

     29.  RECORDING.  Neither this Lease nor a memorandum of this Lease shall be
recorded in any public records without the written consent of Landlord.

     30. BROKERS'  COMMISSION.  Tenant  represents and warrants to Landlord that
the

                                       24
<PAGE>

Brokers (as defined in the  Preamble)  are the sole brokers with whom Tenant has
negotiated in bringing  about this Lease and Tenant agrees to indemnify and hold
Landlord and its mortgagee(s)  harmless from any and all claims of other brokers
and expenses in connection  therewith  arising out of or in connection  with the
negotiation of or the entering into this Lease by Landlord and Tenant.  Provided
the transactions contemplated hereby are consummated, Landlord shall pay Brokers
a commission in  accordance  with a written  agreement  between such Brokers and
Landlord.  In no event shall Landlord's  mortgagee(s) have any obligation to any
broker involved in this transaction. In the event that no broker was involved as
aforesaid,  then Tenant  represents  and warrants to the Landlord that no broker
brought about this transaction, and Tenant agrees to indemnify and hold Landlord
harmless  from any and all claims of any broker  arising out of or in connection
with the  negotiations  of,  or  entering  into of,  this  Lease by  Tenant  and
Landlord.

     31. NOTICES. All notices, demands, requests,  consents,  certificates,  and
waivers required or permitted  hereunder from either party to the other shall be
in writing and sent by United States certified mail,  return receipt  requested,
postage prepaid, or by recognized overnight courier, addressed as follows:

                  If to Tenant:

                  Bio-Imaging Technologies, Inc.

                  Atten:  Mark L. Weinstein,
                          Chief Executive Officer

                  with a copy to:

                  Buchanan Ingersoll, Professional Corporation
                  500 College Road East
                  Princeton, NJ  08540
                  Atten:  Stuart B. Dember, Esquire

                  If to Landlord:

                  Yardley Road Associates, L.P.
                  c/o O'Neill Properties Group, L.P.
                  1101 West DeKalb Pike, Suite 200
                  Wayne, PA  19087
                  Attn:  President

                  with a copy to:

                  Kevin W. Walsh, Esquire
                  Adelman Lavine Gold and Levin
                  1101 West DeKalb Pike, Suite 201
                  Philadelphia, PA 19102-1799

                                       25
<PAGE>

Either party may at any time, in the manner set forth for giving  notices to the
other,  specify a different  address to which notices to it shall  thereafter be
sent.

     32.  IRREVOCABLE  OFFER: NO OPTION.  This Lease shall become effective only
upon  execution  thereof by J. Brian  O'Neill,  or other  authorized  officer of
Landlord and by an authorized officer of Tenant.

     33.  INABILITY  TO  PERFORM.  If  Landlord  is  delayed or  prevented  from
performing any of its  obligations  under this Lease by reason of strike,  labor
troubles,  or any cause whatsoever beyond Landlord's control, the period of such
delay or such  prevention  shall be deemed added to the time herein provided for
the  performance  of any such  obligation  by Landlord.  The  provisions of this
Section 33 shall not delay the Outside Date.

     34. SURVIVAL.  Notwithstanding  anything to the contrary  contained in this
Lease,  the  expiration  of the Term of this Lease,  whether by lapse of time or
otherwise,   shall  not  relieve  Tenant  or  Landlord  from  their   respective
obligations accruing prior to the expiration of the Term.

     35. CORPORATE TENANTS. If Tenant is a corporation,  the person(s) executing
this Lease on behalf of Tenant hereby covenant(s) and warrant(s) that: Tenant is
a duly  formed  corporation  qualified  to do business in the state in which the
Property is located;  Tenant will remain  qualified to do business in said state
throughout  the  Term  and any  renewals  thereof;  and  such  persons  are duly
authorized  by such  corporation  to execute and deliver this Lease on behalf of
the corporation.

     36. TENANT REPRESENTATIONS AND WARRANTIES. [Intentionally Deleted].

     37. WAIVER OF INVALIDITY OF LEASE. Each party agrees that it will not raise
or assert as a defense to any obligation  under the Lease or make any claim that
the Lease is invalid or  unenforceable  due to any  failure of this  document to
comply with ministerial requirements including, without limitation, requirements
for corporate  seals,  attestations,  witnesses,  notarizations or other similar
requirements  and each party hereby waives the right to assert any such defenses
or make any claim of invalidity or unenforceability due to any of the foregoing.

     38. SECURITY  DEPOSIT.  As security for the full and prompt  performance by
Tenant of the terms and  covenants  of this  Lease,  Tenant has  deposited  with
Landlord  the  Security  Deposit,  as set forth in the  Preamble.  The  Security
Deposit shall not  constitute  rent for any month (unless so applied by Landlord
on account of Tenant's default  hereunder).  Tenant shall, upon demand,  restore
any portion of the Security Deposit which may be applied by Landlord to cure any
default by Tenant  hereunder.  To the extent that  Landlord  has not applied the
Security  Deposit or any portion  thereof on account of a default,  the Security
Deposit, or such remaining portion of the Security Deposit, shall be returned to
Tenant, without interest, promptly following the termination of this Lease.

                                       26
<PAGE>

     39. Estoppel Certificate.

          a) Each of Landlord and Tenant shall from time to time, within fifteen
(15) days after request,  execute,  acknowledge and deliver to the other party a
written instrument in recordable form, substantially in the form attached hereto
as Exhibit E (a "Estoppel  Certificate"),  certifying  (i) that this Lease is in
full force and effect and has not been modified, supplemented or amended (or, if
there have been  modifications,  supplements or  amendments,  that it is in full
force and  effect  as  modified,  supplemented  or  amended,  and  stating  such
modifications,  supplements and amendments); (ii) the dates to which Fixed Basic
Rent and Additional Rent and any other charges arising hereunder have been paid;
(iii) the amount of any prepaid  rents or credits due  Tenant,  if any;  (iv) if
applicable,  that Tenant has accepted  possession and has entered into occupancy
of the Premises,  and certifying the Commencement Date and the Termination Date;
(v) whether or not, to the best of such party's knowledge,  all conditions under
the Lease to be performed by the other party prior  thereto have been  satisfied
and  whether  or not such party is then in  default  in the  performance  of any
covenant, agreement or condition contained in this Lease and specifying each, if
any,  unsatisfied  condition and each,  if any,  default of which such party may
have knowledge;  and (vi) any other fact or condition  related to the Lease, the
Tenant or Landlord reasonably requested. Any certification delivered pursuant to
the  provisions of this Article shall be intended to be relied upon by Landlord,
Tenant and any mortgagee or  prospective  mortgagee or purchaser of the Property
or  of  any  interest  therein.   Notwithstanding  the  foregoing,  Tenant's  or
Landlord's  failure to furnish a Estoppel  Certificate  within said fifteen (15)
day period shall constitute a default under this Lease.

     40. RIGHTS RESERVED BY LANDLORD.  Landlord  waives no rights,  except those
that may be specifically  waived herein, and explicitly retains all other rights
including,  without limitation, the following rights, each of which Landlord may
exercise without notice to Tenant and without  liability to Tenant for damage or
injury to property,  person or business on account of the exercise thereof,  and
the exercise of any such rights shall not be deemed to constitute an eviction or
disturbance  of Tenant's  use or  possession  of the Premises and shall not give
rise to any claim for set-off or abatement of Rent or any other claim:

          a) To change the name or street address of the Building.

          b) To install,  affix and  maintain  any and all signs on the exterior
and on the interior of the Building.

          c)  To  decorate  or  to  make  repairs,  alterations,  additions,  or
improvements, whether structural or otherwise, in and about the Building, or any
part  thereof,  and for such  purposes to enter upon the Premises and during the
continuance of any of such work, to temporarily close doors,  entry ways, public
space and  corridors in the Building  and to  interrupt or  temporarily  suspend
services or use of facilities, all without affecting any of Tenant's obligations
hereunder,  so long as the  Premises  are  reasonably  accessible  and  Tenant's
conduct of its business is not unreasonably interfered with.

                                       27
<PAGE>

          d) To furnish  door keys for the entry  door(s) in the Premises on the
Commencement  Date  and to  retain  at  all  times,  and  to use in  appropriate
instances,  keys to all doors  within and into the  Premises.  Tenant  agrees to
purchase only from Landlord additional duplicate keys as required,  to change no
locks,  and not to affix locks on doors without the prior written consent of the
Landlord.  Upon the  expiration  of the Term or  Tenant's  right to  possession,
Tenant  shall  return all keys to Landlord  and shall  disclose to Landlord  the
combination of any safes, cabinets or vaults left in the Premises.

          e) To designate and approve all window coverings used in the Building.

          f) To approve the weight, size and location of safes, vaults and other
heavy  equipment  and  articles in and about the Premises and the Building so as
not to exceed  the legal  load per  square  foot  designated  by the  structural
engineers  for the  Building,  and to require all such items and  furniture  and
similar  items to be moved into or out of the Building and Premises only at such
times and in such manner as Landlord  shall direct in writing.  Tenant shall not
install or operate machinery or any mechanical  devices of a nature not directly
related to  Tenant's  ordinary  use,  as limited by the  Permitted  Use,  of the
Premises without the prior written consent of Landlord. The movement of Tenant's
property into or out of the Building or the Premises and within the Building are
entirely at the risk and  responsibility  of Tenant,  and Landlord  reserves the
right  to  require  written  authorization  from  Tenant,  in form  and  content
satisfactory  to Landlord,  before allowing any property to be moved into or out
of the Building or Premises.

          g) To  regulate  delivery  of  supplies  and the usage of the  loading
docks, receiving areas and freight elevators.

          h) To enter the  Premises  in  accordance  with  Section  14,  and, if
vacated  or  abandoned,  to show the  Premises  at any time and to  prepare  the
Premises for re-occupancy.

          i) To erect, use and maintain pipes, ducts,  wiring and conduits,  and
appurtenances  thereto, in and through the Premises provided Tenant's conduct of
its business is not unreasonably interfered with.

          j) To grant to any person or to  reserve  unto  itself  the  exclusive
right to conduct any business or render any service in the Building. If Landlord
elects to make available to tenants in the Building any services or supplies, or
arranges a master contract  therefor,  Tenant agrees to obtain its requirements,
if any,  therefor  from Landlord or under any such  contract,  provided that the
charges therefor are reasonably consistent with market rates.

          k) To alter the  layout,  design  and/or use of the  Building  in such
manner as Landlord,  in its sole discretion,  deems appropriate,  so long as the
character  of the Building as a first class office  building is  maintained  and
provided Tenant's conduct of its business is not unreasonably interfered with.


                                       28
<PAGE>

     41. MISCELLANEOUS.

          a) ENTIRE  AGREEMENT.  This  Lease  represents  the  entire  agreement
between the parties  hereto and there are no  collateral  or oral  agreements or
understandings  between  Landlord and Tenant with respect to the Premises or the
Property.  No rights,  easements or licenses are acquired in the Property or any
land adjacent to the Property by Tenant by  implication  or otherwise  except as
expressly set forth in the provisions of this Lease.

          b) MODIFICATION. This Lease shall not be modified in any manner except
by an instrument in writing executed by the parties. In addition,  Tenant agrees
to make such  changes to this Lease as are required by any  mortgagee,  provided
such  changes  do  not  substantially  affect  Tenant's  rights  and  obligation
hereunder.

          c) INTERPRETATION. The masculine (or neuter) pronoun, singular number,
shall include the  masculine,  feminine and neuter  genders and the singular and
plural number.

          d) EXHIBITS. Each writing or plan referred to herein as being attached
as an Exhibit or otherwise designated herein as an Exhibit hereto is hereby made
a part hereof.

          e) CAPTIONS  AND  HEADINGS.  The  captions  and  headings of sections,
subsections and the table of contents  herein are for  convenience  only and are
not  intended to indicate  all of the subject  matter in the text and they shall
not be deemed to limit, construe,  affect or alter the meaning of any provisions
of this Lease and are not to be used in interpreting this Lease or for any other
purpose in the event of any controversy.

          f) INTEREST.  Wherever interest is required to be paid hereunder, such
interest shall be at the highest rate  permitted  under law but not in excess of
twelve percent (12%).

          g)  SEVERABILITY.  If any  term or  provision  of this  Lease,  or the
application  thereof to any person or  circumstance  shall,  to any  extent,  be
invalid or  unenforceable,  the remainder of this Lease,  or the  application of
such term or provision to persons or circumstances  other than those as to which
it is held invalid or  unenforceable,  shall not be affected  thereby,  and each
term and  provision  of this Lease shall be valid and be enforced to the fullest
extent permitted by law.

          h)  JOINT  AND  SEVERAL   LIABILITY.   If  two  or  more  individuals,
corporations,  partnerships  or other persons (or any combination of two or more
thereof) shall sign this Lease as Tenant, the liability of each such individual,
corporation,  partnership or other persons to pay the Rent and perform all other
obligations  hereunder shall be deemed to be joint and several, and all notices,
payments  and  agreements  given  or  made  by,  with  or to  any  one  of  such
individuals, corporations, partnerships or other persons shall be deemed

                                       29
<PAGE>

to have been given or made by, with or to all of them. In like manner, if Tenant
shall be a  partnership  or other  legal  entity,  the  members of which are, by
virtue of any applicable law or regulation,  subject to personal liability,  the
liability of each such member shall be joint and several.

          i) NO REPRESENTATIONS BY LANDLORD. Landlord and Landlord's agents have
made no representations,  agreements, conditions, warranties,  understandings or
promises, either oral or written, other than as expressly set forth herein, with
respect to this Lease, the Premises and/or the Building.

          j)  RELATIONSHIP   OF  PARTIES.   This  Lease  shall  not  create  any
relationship between the parties other than that of Landlord and Tenant.

          k) CHOICE OF LAW. The terms of this Lease shall be construed under the
laws of the  Commonwealth of Pennsylvania,  and that exclusive  jurisdiction and
venue shall be in the Court of Common  Pleas of the County in which the Property
is located.

     42. ADDITIONAL DEFINITIONS.

          a) "Date of this Lease" or "date of this Lease" shall mean the date of
acceptance  of this Lease by the  Landlord,  following  execution  and  delivery
thereof  to  Landlord  by Tenant and that date  shall be  inserted  in the space
provided in the Preamble.

          b) "Landlord" as used herein includes the Landlord named above as well
as its  successors  and  assigns,  each of whom  shall  have  the  same  rights,
remedies,  powers, authorities and privileges as it would have had it originally
signed this lease as  Landlord.  Any such person,  whether or not named  herein,
shall have no liability  hereunder  after ceasing to hold title to the Premises.
Neither  Landlord nor any principal of Landlord nor any owner of the Building or
the Lot,  whether  disclosed or undisclosed,  shall have any personal  liability
with  respect to any of the  provisions  of this Lease or the  Premises,  and if
Landlord is in breach or default with respect to  Landlord's  obligations  under
this Lease or  otherwise,  Tenant shall look solely to the equity of Landlord in
the Property for the satisfaction of Tenant's remedies.

          c) "Tenant" as used herein  includes the Tenant named above as well as
its  heirs,  successors  and  assigns,  each of which  shall  be under  the same
obligations,  liabilities and disabilities and each of which shall have the same
rights,  privileges  and powers as it would  have  possessed  had it  originally
signed this Lease as Tenant.  Each and every  person named above as Tenant shall
be bound formally and severally by the terms, covenants and agreements contained
herein. However, no such rights, privileges or powers shall inure to the benefit
of any assignee of Tenant,  immediate or remote,  unless the  assignment to such
assignee is  permitted or has been  approved in writing by Landlord.  Any notice
required or  permitted  by the terms of this Lease may be given by or to any one
of the persons  named above as Tenant,  and shall have the same force and effect
as if given by or to all of them.

                                       30
<PAGE>

          d)  "Mortgage"  and  "Mortgagee"  as used herein  includes any lien or
encumbrance  on the Premises or the Property or on any part of or interest in or
appurtenance to any of the foregoing,  including  without  limitation any ground
rent or ground lease if  Landlord's  interest is or becomes a leasehold  estate.
The word  "mortgagee"  is used  herein to include  the  holder of any  mortgage,
including any ground  Landlord if Landlord's  interest is or becomes a leasehold
estate. Wherever any right is given to a mortgagee,  that right may be exercised
on behalf of such  mortgagee by any  representative  or servicing  agent of such
mortgagee.

          e) "Person" as used herein includes a natural person, a partnership, a
corporation,  an  association,  and any other form of  business  association  or
entity.

          f)  "Property"  as used herein  shall mean the  Building  and the lot,
tract or parcel of land on which the Building is situated.

          g) "Rent" or "rent" as used herein shall mean all Fixed Basic Rent and
Additional Rent reserved under this Lease.

     43.  TENANT'S RIGHT OF FIRST OFFER.

          a) Tenant  shall have a right of first offer  ("Right of Offer")  with
respect to the  leasing  of any space in the  Building  ("Offer  Space") as such
space becomes available for leasing by the Landlord,  provided that there is not
an event of default  continuing in accordance  with the terms and  conditions of
the Lease,  Tenant is in possession  of the Premises  pursuant to this Lease and
subject to the following conditions:

               i)  Landlord  shall  offer such Offer  Space to Tenant in writing
(the  "Landlord  Notification")  on the terms set  forth in  Section  43(a)(ii),
before entering into a lease with another tenant for the Offer Space. Tenant may
accept the Offer Space only by  delivering  to Landlord  written  notice of such
acceptance  of the  entire  Offer  Space  within ten (10)  Business  Days of the
Landlord Notification. If Tenant fails to accept the Offer Space within such ten
(10) Business Day period,  Tenant will be deemed to have irrevocably  waived its
Right of Offer for that  particular  Offer Space and  Landlord  may enter into a
lease for the Offer  Space at any rental rate  (within ten percent  (10%) of the
rental rate offered to Tenant) with other persons or entities. If Landlord fails
to lease the Offer Space  within  ninety  (90) days,  then it must be offered to
Tenant again in  accordance  with this Section 43.  Tenant must accept the Offer
Space offered  pursuant to this provision in whole and not in part.  Once Tenant
exercises its Right of Offer with respect to the Offer Space,  the exercise will
be irrevocable.

               ii) All of the terms and  conditions  of this Lease will apply to
any Offer Space leased by Tenant, effective as of the date of delivery to Tenant
of such Offer Space. The term of the lease with respect to the Offer Space shall
be  coterminous  with the Term  applicable to the original  Premises.  The Fixed
Basic Rent rate for the Offer  Space  will be the Fixed  Basic Rent set forth in
the Landlord Notification and


                                       31
<PAGE>

Tenant's  Proportionate  Share shall be  increased in  proportion  to the square
footage of any Offer Space leased by Tenant.

          b)  Landlord  will have no  liability  to Tenant if any  Tenant of the
Offer Space  wrongfully  holds over. In the event such Tenant  wrongfully  holds
over,  Landlord  will  attempt in good faith to cause such  Tenant to vacate the
Offer Space.

     SECTION  26(b) HEREOF SETS FORTH A WARRANT OR AUTHORITY  FOR AS ATTORNEY TO
CONFESS  JUDGMENT FOR  EJECTMENT  AGAINST  TENANT.  IN GRANTING  THIS WARRANT OF
ATTORNEY  TO  CONFESS   JUDGMENT  AGAINST  TENANT,   TENANT  HEREBY   KNOWINGLY,
INTENTIONALLY  AND  VOLUNTARILY,  AND (ON THE ADVICE OF THE SEPARATE  COUNSEL OF
TENANT,  IF TENANT  HAS USED  COUNSEL  IN REGARD TO  ENTERING  INTO THIS  LEASE)
UNCONDITIONALLY WAIVES ANY AND ALL RIGHTS TENANT HAS OR MAY HAVE TO PRIOR NOTICE
AND AN OPPORTUNITY  FOR HEARING UNDER THE  CONSTITUTIONS  AND LAWS OF THE UNITED
STATES AND THE COMMONWEALTH OF PENNSYLVANIA.

     IN WITNESS  WHEREOF,  and in  consideration  of the mutual  entry into this
Lease and for other good and valuable consideration, and intending to be legally
bound,  each party hereto has caused this  agreement to be duly  executed  under
seal.

Landlord:
---------

Date Signed: 10/1/99                        YARDLEY ROAD ASSOCIATES, L.P.
             -------                        By:  YARDLEY ROAD ASSOCIATES
                                                 ACQUISITION CORPORATION

                                            By: /s/Stephen Starden
                                                --------------------------
                                                Name:  Stephen Starden
                                                Title: Vice President
                                            Attest: /s/John P. Jade
                                                    ----------------------
Tenant:

Date Signed: 9/22/99                        BIO-IMAGING TECHNOLOGIES, INC.
             -------

                                            By: /s/Mark L. Weinstein
                                                ------------------------
                                                Name: Mark L. Weinstein
                                                      ------------------
                                                Title:President & CEO
                                                      ------------------
                                            Attest: /s/ Robert J. Phillips
                                                    ----------------------
                                                Title: Vice President, Chief
                                                       Financial Officer
                                                       ---------------------

                                       32
<PAGE>

                                     RIDER A


RENEWAL  OPTION:  Tenant is hereby  granted  two (2) options to renew this Lease
---------------
upon the following terms and conditions:

At the time of the  exercise  of each  option  to renew  and at the time of each
renewal,  Tenant  shall  not be in  default  in  accordance  with the  terms and
provisions of this Lease, and shall be in possession of the Premises pursuant to
this Lease.

Notice of the exercise of the option shall be sent to the Landlord in writing at
least six (6) months but not more than twelve (12) months before the  expiration
of the term of this Lease.

Each  renewal  term shall be for a period of five (5) years,  to commence at the
expiration  of the Term of this  Lease or the  expiration  of the first  renewal
term, as applicable,  and all of the terms and  conditions of this Lease,  other
than the Fixed Basic Rent, shall apply during any such renewal term.

The annual  fixed  basic rent to be paid during the each  renewal  term shall be
ninety  five  percent  (95%) of the fair  rental  value per  square  foot of the
Premises at the  commencement  of each renewal  term.  In  determining  the fair
rental  value,  the  Landlord  shall  notify  Tenant of the fair rental value as
established by Landlord.  Should Tenant dispute Landlord's  determination,  then
the Tenant shall be free to, at the Tenant's  sole cost and expense,  employ the
services of an  appraiser  familiar  with office  buildings  located  within the
Newtown,  Bucks County,  Pennsylvania area comparable to the Building, who shall
be a member of MAI and who shall  render an  appraisal.  If the Landlord and the
Tenant's appraiser cannot agree on the fair rental value, or in such case, on an
independent  appraiser acceptable to both, either party may request the American
Arbitration  Association  to appoint such  independent  appraiser who shall be a
member of MAI  familiar  with office  buildings  in the area of the Building who
shall render an  appraisal,  and in such event the judgment of a majority of the
three appraisers shall be final and binding upon the parties.  The parties shall
share equally in the cost of any such independent appraiser.  Pending resolution
of the issue of fair  rental  value,  the Tenant  shall pay the  Landlord  as of
commencement  of the  renewal  term,  the Fixed  Basic  Rent as  established  by
Landlord,  subject to retroactive  adjustment upon final  determination  of this
issue.




<PAGE>


                                    EXHIBIT A


                              LOCATION OF PREMISES

<PAGE>



                                   EXHIBIT A-1
                                   -----------


                              OFFICE BUILDING AREA




<PAGE>



                                    EXHIBIT B
                                    ---------

                              RULES AND REGULATIONS


1.  OBSTRUCTION OF  PASSAGEWAYS:  The  sidewalks,  entrance,  passages,  courts,
    ---------------------------
elevators,  vestibules,  stairways,  corridors  and public parts of the Building
shall not be  obstructed  or  encumbered  by  Tenant  or used by Tenant  for any
purpose  other than  ingress and egress.  If the  Premises  are  situated on the
ground  floor  with  direct  access  to the  street,  then  Landlord  shall,  at
Landlord's  expense,  keep the  sidewalks  and  curbs  directly  in front of the
Premises clean and free from ice, snow and refuse.

2.  WINDOWS:  Windows in the  Premises  shall not be covered  or  obstructed  by
    -------
Tenant.  No  bottles,  parcels or other  articles  shall be placed on the window
sills,  in the  halls,  or in any  other  part of the  Building  other  than the
Premises.  No  article  shall  be  thrown  out of the  doors or  windows  of the
Premises.

3.  PROJECTIONS  FROM BUILDING:  No awnings,  air-conditioning  units,  or other
    --------------------------
fixtures  shall be  attached  to the  outside  walls or the window  sills of the
Building or otherwise affixed so as to project from the Building,  without prior
written consent of Landlord.

4.  SIGNS:  No sign or  lettering  shall be affixed by Tenant to any part of the
    -----
outside of the  Premises,  or any part of the inside of the Premises so as to be
clearly  visible  from the outside of the  Premises,  without the prior  written
consent of Landlord.  However,  Tenant shall have the right to place its name on
any door  leading  into the  Premises  the size,  color and style  thereof to be
subject  to the  Landlord's  approval.  Tenant  shall not have the right to have
additional  names  placed on the Building  directory  without  Landlord's  prior
written consent.

5. FLOOR COVERING: Tenant shall not lay linoleum or other similar floor covering
   --------------
so that the same shall come in direct contact with the floor of the Premises. If
linoleum or other similar floor  covering is desired to be used, an  interlining
of  builder's  deadening  felt  shall  first be fixed to the floor by a paste or
other material that may easily be removed with water, the use of cement or other
similar adhesive material being expressly prohibited.

6. INTERFERENCE WITH OCCUPANTS OF BUILDING:  Tenant shall not make, or permit to
   ---------------------------------------
be made, any unseemly or disturbing noises or odors and shall not interfere with
other  tenants  or  those  having  business  with  them.  Tenant  will  keep all
mechanical  apparatus in the Premises  free of vibration  and noise which may be
transmitted beyond the limits of the Premises.

7. LOCK KEYS: No additional locks or bolts of any kind shall be placed on any of
   ---------
the doors or windows by Tenant.  Tenant shall,  on the  termination  of Tenant's
tenancy,  deliver to Landlord all keys to any space  within the Building  either
furnished  to or otherwise


<PAGE>

procured by Tenant,  and in the event of the loss of any keys furnished,  Tenant
shall pay to Landlord the cost thereof.  Tenant,  before closing and leaving the
Premises,  shall ensure that all windows are closed and entrance  doors  locked.
Nothing in this Paragraph 7 shall be deemed to prohibit Tenant from installing a
burglar  alarm within the  Premises,  provided:  (1) Tenant  obtains  Landlord's
consent which will not be unreasonably  withheld or delayed; (2) Tenant supplies
Landlord  with copies of the plans and  specifications  of the system;  (3) such
installation  shall not damage the Building;  and (4) all costs of  installation
shall be borne solely by Tenant.

8.  CONTRACTORS:  No  contract of any kind with any  supplier of towels,  water,
    -----------
toilet  articles,  waxing,  rug  shampooing,  venetian blind washing,  furniture
polishing,  lamp servicing,  cleaning of electrical  fixtures,  removal of waste
paper, rubbish,  garbage, or other like service shall be entered into by Tenant,
nor shall any  machine of any kind be  installed  in the  Building or the Office
Building  Area without the prior written  consent of the Landlord.  Tenant shall
not employ  any  persons  other  than  Landlord's  janitors  for the  purpose of
cleaning the Premises without prior written consent of Landlord.  Landlord shall
not be responsible to Tenant for any loss of property from the Premises  however
occurring, or for any damage to the effects of Tenant by such janitors or any of
its employees, or by any other person or any other cause.

9. PROHIBITED ON PREMISES:  Tenant shall not conduct, or permit any other person
   ----------------------
to conduct, any auction upon the Premises,  manufacture or store goods, wares or
merchandise  upon the Premises  without the prior written  approval of Landlord,
except the storage of usual  supplies and  inventory to be used by Tenant in the
conduct of his business,  permit the Premises to be used for gambling,  make any
unusual noises in the Building,  permit to be played  musical  instrument on the
Premises, permit any radio to be played, or television,  recorded or wired music
in such loud manner as to disturb or annoy other tenants,  or permit any unusual
odors to be produced on the Premises. Tenant shall not permit any portion of the
Premises to be occupied as an office for a public stenographer or typewriter, or
for the storage,  manufacture,  or sale of  intoxicating  beverages,  narcotics,
tobacco in any form or as a barber or manicure shop. Canvassing,  soliciting and
peddling in the Building and the Office  Building Area are prohibited and Tenant
shall  cooperate to prevent the same.  No  bicycles,  vehicles or animals of any
kind shall be brought into or kept in or about the Premises.

10. PLUMBING, ELECTRIC AND TELEPHONE WORK: Plumbing facilities shall not be used
    -------------------------------------
for any  purpose  other  than  those for which  they  were  constructed;  and no
sweepings,  rubbish,  ashes,  newspaper or other substances of any kind shall be
thrown into them. Waste and excessive or unusual amounts of electricity or water
is  prohibited.  When  electric  wiring  of any kind is  introduced,  it must be
connected as directed by Landlord,  and no stringing or cutting of wires will be
allowed,  except by prior  written  consent  of  Landlord,  and shall be done by
contractors  approved  by  Landlord.  The number and  locations  of  telephones,
telegraph instruments,  electrical appliances, call boxes, etc. shall be subject
to Landlord's approval.

11.  MOVEMENT OF FURNITURE,  FREIGHT OR BULKY MATTER:  The
     -----------------------------------------------

                                       2
<PAGE>

carrying in or out of freight, furniture or bulky matter of any description must
take  place  during  such  hours as  Landlord  may from time to time  reasonably
determine and only after advance notice to the  superintendent  of the Building.
The persons  employed by Tenant for such work must be  reasonably  acceptable to
the Landlord. Tenant may, subject to these provisions,  move freight, furniture,
bulky  matter,  and other  material  into or out of the  Premises  on  Saturdays
between the hours of 9:00 a.m. and 1:00 p.m.,  provided  Tenant pays  additional
costs, if any,  incurred by Landlord for elevator  operators or security guards,
and for any other expenses  occasioned by such activity of Tenant.  If, at least
three (3) days prior to such  activity,  Landlord  requests that Tenant  deposit
with Landlord, as security of Tenant's obligations to pay such additional costs,
a sum of which Landlord reasonably estimates to be the amount of such additional
cost,  the Tenant shall deposit such sum with Landlord as security of such cost.
There  shall not be used in the  Building  or  Premises,  either by Tenant or by
others in the delivery or receipt of  merchandise,  any hand trucks except those
equipped  with rubber tires and side guards,  and no hand trucks will be allowed
in the elevators without the consent of the superintendent of the Building.

12. SAFES AND OTHER HEAVY  EQUIPMENT:  Landlord  reserves the right to prescribe
    --------------------------------
the  weight  and  position  of all  safes  and other  heavy  equipment  so as to
distribute  properly the weight thereof and to prevent any unsafe condition from
arising.

13.  ADVERTISING:  Landlord shall have the right to prohibit any  advertising by
     -----------
Tenant which in Landlord's  reasonable opinion tends to impair the reputation of
the Building or its  desirability  as a building  for offices,  and upon written
notice from Landlord, Tenant shall refrain from or discontinue such advertising.

14. NON-OBSERVANCE OR VIOLATION OF RULES BY OTHER TENANTS: Landlord shall not be
    -----------------------------------------------------
responsible to Tenant for  non-observance or violation of any of these rules and
regulations by any other tenant.

15.  AFTER HOURS USE:  Landlord  reserves the right to exclude from the Building
     ---------------
between  the hours of 6:00 p.m.  and 8:00  a.m.  and at all hours on  Saturdays,
Sundays  and  Building  Holidays,  all  persons who do not present a pass to the
Building signed by the Tenant.  Each Tenant shall be responsible for all persons
for whom such a pass is issued and shall be liable to the  Landlord for the acts
of such persons.

16.  PARKING:  Tenant  and its  employees  shall  park  their cars only in those
     -------
portions of the parking area designated by Landlord.

17. RESERVATION OF RIGHTS: Landlord hereby reserves to itself any and all rights
    ---------------------
not granted to Tenant  hereunder,  including,  but not limited to, the following
rights  which are  reserved  to  Landlord  for its  purposes  in  operating  the
Building:

     a.  the  exclusive  right to the use of the  name of the  Building  for all
purposes, except that Tenant may use the name as its business address and for no
other purposes; and

     b. the  right  to  change  the name or  address  of the  Building,  without
incurring any

                                       3
<PAGE>

liability to Tenant for doing so; and

     c.  the  right  to  install  and  maintain  a sign on the  exterior  of the
Building; and

     d.  the  exclusive  right to use or  dispose  of the use of the roof of the
Building; and

     e. the right to limit  the space on the  directory  of the  Building  to be
allotted to Tenant; and

     f. the  right to  grant to  anyone  the  right to  conduct  any  particular
business or undertaking in the Building.

18.  HEALTH  AND  SAFETY:  The  Tenant  shall  be  responsible  for  initiating,
     -------------------
maintaining and supervising  all health and safety  precautions  and/or programs
required  by Law in  connection  with  the  Tenant's  use and  occupancy  of the
Premises.

19.  HAZARDOUS  MATERIALS:  The Tenant  shall not store,  introduce or otherwise
     --------------------
permit any material  known to be  hazardous  within the  Premises.  Any material
within the Premises  which is  determined  to be hazardous  shall be removed and
properly disposed of by the Tenant at the Tenant's sole expense.

                                    -- END --


                                       4
<PAGE>




                                    EXHIBIT C
                                    ---------


                                 LANDLORD'S WORK

<PAGE>


                                    EXHIBIT D
                                    ---------


                                BUILDING HOLIDAYS


BUILDING CLOSED ON:


* NEW YEAR'S DAY *


* MEMORIAL DAY *


* INDEPENDENCE DAY *


* LABOR DAY *


* THANKSGIVING DAY *


* CHRISTMAS DAY *


<PAGE>

                                    EXHIBIT E
                                    ---------

                           TENANT ESTOPPEL CERTIFICATE

TO:                          ("       ")  pursuant  to  that  certain
     ----------------------    -------                                 ---------
Agreement (the "Agreement") dated          ,  199 , by and between           and
                                  ---------      -                 ---------
                                             ("Lessor").
--------------------------------------------

         1. The  undersigned  ("Lessee")  is the lessee under that certain Lease
dated           , 19  , by and between                                        as
      ----------    --                 -------------------------------------
lessor,  and                                      ,  as  lessee  (the  "Lease"),
              ------------------------------------
covering a portion of those certain  premises  commonly  known and designated as
                                             ,   Pennsylvania,   consisting   of
---------------------------------------------
approximately            square  feet (the  "Premises").  A true,  complete  and
               --------
correct copy of the Lease is attached hereto as Exhibit "A".

          2. The Lease has not been modified, changed, altered or amended in any
respect  (except as indicated  following this sentence) and is the only lease or
agreement  between the  undersigned  and the Lessor  affecting the Premises.  If
none, state "none".

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

          3. The undersigned has made no agreements with Lessor or its agents or
employees,  which are not described in the Lease  concerning free rent,  partial
rent,  rebate of rental  payments  or any other type of rental  concession  with
respect to the Lease (except as indicated  following  this  sentence).  If none,
state "none".

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

          4. The undersigned  accepted  possession of the Premises on          ,
                                                                      ---------
19  ,  currently  occupies the  Premises  and has been open for  business  since
  --
          ,  19  . The current term of the Lease began on           ,  19  . The
----------     --                                         ----------     --
current  term of the Lease will expire on            ,  19  ,  and Lessee has no
                                           ----------     --
present  right to cancel or  terminate  the Lease  under the terms  thereof,  or
otherwise.  No rent payable pursuant to the Lease has been prepaid for more than
two (2) months,  and no monies otherwise  payable to Lessor under the Lease have
been paid in advance  of the due date  therefor  as set forth in the Lease.  The
fixed  minimum  rent  currently  being paid under the Lease is  $            per
                                                                 ----------
month. Future changes to the fixed minimum rental are as set forth in the Lease.
The undersigned  also pays amounts for percentage  rent,  insurance and property
tax  escalations  based upon the square  footage of the Premises  subject to the
Lease, as set forth in the Lease,  which amounts have been paid to and including
         , 199 .
---------     -

          5. The Lease is fully valid and  enforceable  and is currently in full
force and effect.  Neither  Lessor or Lessee is in default  thereunder,  and all
conditions and obligations on the part of Lessor to be fulfilled under the terms
of  the  Lease  have  been


<PAGE>

satisfied or fully performed including,  without limitation, all required tenant
improvements,  allowances,  alterations,  installations  and  construction,  and
payment therefor has been made in full. Lessee has no offset,  claim, defense or
counterclaim  against any rent or other sum payable by Lessee under the Lease or
against any other  obligation  of Lessee under the Lease.  No  condition  exists
which  with  the  giving  of  notice  or the  passage  of time,  or both,  would
constitute a default under the Lease.

          6. Lessee has not suffered any  assignment  of the Lease or sublet the
Premises or any portion thereof, and no person or entity, other than Lessee, has
any  possessory  interest in the Premises or right to occupy the Premises or any
portion thereof, except as permitted under the Lease.

          7. Lessee claims no right,  title or interest in or to the Premises or
right to  possession  of the  Premises,  except as lessee under the terms of the
Lease.  The  Lease  does  not  contain  and the  undersigned  does  not have any
outstanding  options or rights of first  refusal to purchase the Premises or any
portion thereof or the real property of which the Premises are a part, except as
otherwise set forth below. If none, state "none".

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

          8. No actions, whether voluntary or otherwise, are pending against the
undersigned under the bankruptcy laws of the United States or any state thereof,
and Lessee knows of no fact or pending or threatened  claim or  litigation  that
might result in the insolvency or bankruptcy of Lessee.

         9. Lessee is a [corporation][limited  partnership][general partnership]
duly  organized and validly  existing and in good standing under the laws of the
State of           [and qualified to do business in the State where the Premises
         ---------
is located].  [          ,  a            ,  owns and holds all of the issued and
               ----------      ----------
outstanding  stock in and of Lessee,  and is a separate and distinct entity from
Lessee].

          10. Lessee's  occupancy of the Premises complies fully with all local,
state and  federal  laws,  ordinances,  codes,  rules,  regulations  and  orders
including,  without  limitation,  those concerning  hazardous wastes,  hazardous
materials,  asbestos,  oil and underground  storage tanks. In addition,  no such
hazardous wastes,  hazardous  materials,  asbestos,  oil or underground  storage
tanks  have been or are  incorporated  in,  stored on or under,  released  from,
treated on,  transported  to or from or disposed  of, on or from the Premises or
any portion thereof.

          11.  All  inspections,   licenses,  permits,  consents,   permissions,
approvals and  certificates  required,  whether by law,  regulation or insurance
standards,  to be made  or  issued  with  respect  to the  conduct  of  Lessee's
business,  the Premises and the use and occupancy of the Premises by Lessee have
been  made by or  issued  by all  necessary  private  parties,  the  appropriate
governmental  or  quasi-governmental  authorities  or other  authorities  having
jurisdiction over the Premises and/or Lessee's  business,  are in full force and
effect,  and Lessee has not received  notification  from any such authority that


                                       2
<PAGE>

Lessee or the Premises is in material  noncompliance with such laws, regulations
or standards,  that the Premises is being used,  operated or occupied unlawfully
or that  Lessee  has  failed  to obtain  such  inspections,  permits,  consents,
permissions, approvals, licenses or certificates, as the case may be. Lessee has
not  received  notice of any  violation or failure to conform with any such law,
ordinance,  regulation, standard, license, permit, consent, permission, approval
or certificate.

          12. All insurance  policies  required to be maintained by Lessee under
the Lease have been  maintained,  are in full force and effect and all  premiums
with respect thereto have been paid in full.

          13. Upon  receipt of notice of the closing of the purchase and sale of
the  Premises as set forth in the  Agreement,  Lessee shall  recognize        as
                                                                        -----
lessor  under the Lease,  and all  payments of rent and other sums due to Lessor
under the Lease and all  communications  permitted  or required  under the Lease
shall be  directed  to            c/o                                 ,  and all
                        ----------       -----------------------------
communications permitted or required under the Lease shall be directed to Lessee
at the address for Lessee set forth in the Lease (except as otherwise  indicated
following this sentence), unless and until otherwise specified in written notice
by the  party to whom  notice  is to be given at such  address.  If none,  state
"none".

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

          14.  This  certification  is made to induce                       [to
                                                       --------------------
enter  into the  Agreement]  [to  provide  financing  to  Lessor]  knowing  that
                        is  relying  upon  the  truth  of this  Tenant  Estoppel
----------------------
Certificate in [entering into the  Agreement,]  [providing  such  financing] and
that [the acquisition of the Premises by                             pursuant to
                                         --------------------------
the  Agreement]  [the  financing  provided  to Lessor]  shall be deemed good and
valuable  consideration  to Lessee  for the  foregoing  representations  made by
Lessee.


Dated this       day of         , 199 .
          ------       --------      -

                                        LESSEE:

                                        ------------------------------,
                                        a ----------------------------

                                        BY:---------------------------
                                           Name:----------------------
                                           Title:---------------------

                                       3