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AVENEL BUSINESS PARK
 Lease
 Between
 BBI-BIOTECH RESEARCH LABORATORIES, INC.
 and
 B.F. SAUL REAL ESTATE INVESTMENT TRUST




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AVENEL BUSINESS PARK
 OFFICE LEASE
INDEX
 ARTICLE
    
    TITLE
    
    PAGE1.
    
    Premises
    
    
    12.
    
    Term
    
    
    13.
    
    Rent
    
    
    14.
    
    Intentionally Deleted
    
    
    35.
    
    Annual Operating Costs
    
    
    36.
    
    Tenant Payments and Additional Rent
    
    
    57.
    
    Laws and Ordinances
    
    
    58.
    
    Furniture; Fixtures; Electrical Equipment
    
    
    69.
    
    Alterations
    
    
    610.
    
    Damage
    
    
    711.
    
    Condemnation
    
    
    712.
    
    Use of Premises
    
    
    713.
    
    Repairs by Tenant
    
    
    814.
    
    Repairs by Landlord
    
    
    815.
    
    Roof Rights
    
    
    816.
    
    Landlords Remedies Upon Default
    
    
    817.
    
    Insurance
    
    
    1018.
    
    Property at Tenants Risk
    
    
    1119.
    
    Assignment; Subletting
    
    
    1120.
    
    Signs
    
    
    1321.
    
    Rules and Regulations
    
    
    1322.
    
    Parking
    
    
    1423.
    
    Landlord Access
    
    
    1424.
    
    Subordination
    
    
    1425.
    
    Mortgagee Protection
    
    
    1426.
    
    Intentionally Deleted
    
    
    1427.
    
    Hold-Over
    
    
    1428.
    
    Estoppel Certificates
    
    
    1529.
    
    Quiet Enjoyment
    
    
    1530.
    
    Intentionally Deleted
    
    
    1531.
    
    Modifications Due to Financing
    
    
    1532.
    
    Attorneys
    
    
    1533.
    
    Notices
    
    
    1534.
    
    Applicable Law
    
    
    1635.
    
    No Reservation
    
    
    1636.
    
    Parties; Assigns and Successors
    
    
    1637.
    
    Severability
    
    
    1638.
    
    Rent Tax
    
    
    1639.
    
    Acts of God
    
    
    1740.
    
    Landlords Liability
    
    
    1741.
    
    Remedies Cumulative; No Waiver
    
    
    1742.
    
    Modification
    
    
    1743.
    
    Waivers
    
    
    1744.
    
    Interpretation
    
    
    1745.
    
    Financial Statements
    
    
    1846.
    
    Special Stipulations
    
    
    1847.
    
    Landlords Work
    
    
    1848.
    
    Right of First Offer
    
    
    1949.
    
    Option to Renew
    
    
    2050.
    
    Broker
    
    
    22




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ARTICLE
    
    TITLE
    
PAGE51.
    
    Building Sign
    
    
    2252.
    
    Outside Storage Area
    
    
    2253.
    
    Environmental Matters
    
    
    2254.
    
    License for Early Partial Occupancy
    
    
    23
 EXHIBITS
 A.
    
    PremisesA-1.
    
    Early Occupancy SpaceB.
    
    Rules and RegulationsC.
    
    Intentionally OmittedD.
    
    Commencement and EstoppelE.
    
    Outline of Landlords Work: Cold Dark ShellF.
    
    Chemical and Hazardous Materials
Inventory*
 
 *
    
    This
exhibit to this agreement has not been included herewith, but will be
furnished supplementally to the Securities and Exchange Commission
upon request.




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th
  Premises
 Term
 Rent
  1




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2




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Rent Escalation.
  Annual Operating Costs.
   3




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4




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6. Tenant Payments and Additional Rent.
  7. Laws
and Ordinances.
  5




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8.
Furniture; Fixtures; Electrical Equipment.
  9.
Alterations.
  6




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10.
Damage
  11.
Condemnation
 12. Use
of Premises
 7




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13.
Repairs by Tenant
 14.
Repairs by Landlord
 15.
Roof Rights
 16.
Landlords Remedies Upon Default
 8




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9




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17. Insurance
    10




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Gradual Pollution and/or Contamination LiabilityX
    
    Umbrella Liability in limits of not less than Two Million Dollars ($2,000,000.00)
   18. Property at Tenants Risk.
 19. Assignment; Subletting.
  11




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12




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20. Signs.
 21. Rules and Regulations.
 13




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22. Parking.
 23. Landlord Access.
 24. Subordination
  25. Mortgagee Protection.
 26. Intentionally Deleted.
 27. Hold-Over. 1 2
 14




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28. Estoppel Certificates. 1 2
 29. Quiet Enjoyment.
 30. Intentionally Deleted.
 31. Modifications Due to Financing.
 32. Attorneys.
 33. Notices.
 15




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If to Landlord:
    
    NOTICES AND CORRESPONDENCE
    
    RENT, PAYMENTS, ETC.c/o Franklin Property Management Company
    
    B.F. Saul Real Estate Investment Trust8401 Connecticut Avenue
    
    c/o Franklin Property Management CompanyChevy Chase, Maryland 20815
    
    P.O. Box 64772cc: Legal Department
    
    Baltimore, Maryland 21264-4772If to Tenant
    
    BBI-Biotech Research Laboratories, Inc.
    
    with a copy to:c/o Boston Biomedica
    
    Boston Biomedica375 West Street
    
    375 West StreetWest Bridgewater, MA 02378
    
    West Bridgewater, MA 02378Attn: Treasurer
    
    Attn: President
  34. Applicable Law.
 35. No Reservation.
 36. Parties; Assigns and Successors.
 37. Severability.
 38. Rent Tax.
 16




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39. Acts of God.
 40. Landlords Liability.
 41. Remedies Cumulative; No Waiver.
 42. Modification.
 43. Waivers.
 44. Interpretation.
 17




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45. Financial Statements.
 46. Special Stipulations.
 47. Landlords Work.
  18




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48. Right of First Offer.
 19




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(a)
    
    Landlord shall, prior to entering into a lease for the Option Space, send to Tenant a
notice of the availability of such space and the terms and conditions under which Landlord
proposes to lease the Option Space to Tenant as set forth below (the
Offer Notice).(b)
    
    Within ten (10) business days after Tenants receipt of the Offer Notice, Tenant shall notify
Landlord that Tenant either (i) agrees to lease the Option Space under the terms described in the
Offer Notice, or (ii) does not desire to lease the Option Space under the terms described in the
Offer Notice. A failure by Tenant to timely elect the option described in clauses (i) or (ii) above
shall be deemed a to be a waiver by Tenant of any further right to lease the Option Space under
this Article 48.(c)
    
    If Tenant exercises its option to lease the Option Space
under this Article 48, then Tenant
shall execute a lease amendment embodying the terms set forth in the Offer Notice, within ten
(10) business days after Landlord submits any such lease amendment to Tenant. Said lease
amendment shall provide that the following terms and conditions shall apply to the Option
Space:
   (d)
    
    Landlord may, at its option, in lieu of a narrative description of the terms to be described
in the Offer Notice, submit to Tenant a lease amendment document setting forth the terms of a
proposed lease amendment, in which event Tenants exercise of its option to lease the Option
Space shall be made by Tenants execution of such lease amendment document and its return to
Landlord within the applicable time periods set forth in paragraph (b) or (c) of this Article
48. If Landlord does not submit a lease amendment document to Tenant at the time the Offer
Notice or a revised Offer Notice is given, and Tenant exercises its option to lease the Option
Space under such terms, then Tenant shall execute a lease embodying the terms set forth in the
Offer Notice within ten (10) days after Landlord submits any such lease to Tenant, as provided
in paragraph (c) above.(e)
    
    Tenant shall have no further right to lease the Option Space under this Article 48 after
Landlord enters into a lease of the Option Space with another tenant in accordance with this
Article 48.(f)
    
    Tenants right to lease the Option Space shall be conditioned upon Tenants full and complete
compliance with all of the terms and conditions of the Lease prior to the date of any Offer
Notice or a revised Offer Notice, and Tenants option to lease the Option Space shall
terminate when the term of this Lease expires or terminates.(g)
    
    Time shall be of the essence with respect to Tenants right of first offer under this Article 48.(h)
    
    Regardless of any election of Tenant to lease the Option Space, this Lease shall
nonetheless remain in full force and effect until the expiration date provided herein.
 49. Option to Renew.
 20




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21




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50. Broker.
 51. Building Sign.
 52. Outside Storage Area and Flammable Storage Units Area.
 53. Environmental Matters.
 22




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54. License for Early Partial Occupancy.
    23




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24




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55. Delays in Completion of Landlords Work.
 25




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ATTEST/WITNESS:
    
    LANDLORD:

B.F. SAUL REAL ESTATE INVESTMENT TRUST/s/ Signature
    
    By:

/s/
B.F. Saul
    (SEAL)Name (Print):  B.F. SaulTitle:ATTEST:
    
    TENANT:
BBI-BIOTECH RESEARCH LABORATORIES, INC., a Massachusetts
corporation/s/
Richard T. Schumacher
    
    By:
    /s/ Kevin W. Quinlan
    (SEAL)Name (Print):
    Kevin W. Quinlan(corporate seal)
    
    
    Title:
    Senior Vice PresidentTenants Tax I.D. Number: 04-3152- 484 26




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SECRETARYS
CERTIFICATE
  
   /s/
Richard T.
Schumacher
    27




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CORPORATE
GUARANTY
 
  28




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th
 ATTEST:
    
    GUARANTOR:
Boston Biomedica, Inc., a MA corporation/s/
Richard T. Schumacher
    
    By:
    /s/ Kevin W. QuinlanPrinted Name:
    Kevin
W. Quinlan(corporate seal)
    
    
    Title:Address:Tax I.D. No.
    04-265-2826 29




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SECRETARYS CERTIFICATE
   /s/ Richard T. Schumacher
    ,
    Asst ClerkPrinted Name: RICHARD T. SCHUMACHERDate: 5/6/97
  30




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AVENEL BUSINESS PARK  PHASE IV




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AVENEL BUSINESS PARK  PHASE IV




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RULES AND REGULATIONS




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BBI-BIOTECH RESEARCH LABORATORIES, INC.  COMMENCEMENT AND ESTOPPEL
 
 
   1.
    That Tenant is in full and complete possession of the Demised Premises, such
possession having been
delivered by the Landlord and having been accepted by the undersigned.2.
    That the Landlords improvements, if any, and the space required to be
furnished by the terms of the
Lease have been completed in all respects and are open for the use of the Tenant, its
customers,
employees and invitees.3.
    That all duties of an inducement nature required of the Landlord in said Lease have been
fulfilled.4.
    That said Lease is in full force and effect; that there is no existing default
on the part of the Landlord
in the terms thereof, and that said Lease has not been amended, modified, supplemented
or superseded.5.
    That no rents have been prepaid except as provided by said Lease; that Tenant
does not now have or
hold any claim against Landlord which might be set off or credited against future
accruing rent.6.
    That Tenant has received no notice of a prior sale, transfer, assignment,
hypothecation or pledge of the
said Lease or of the rents secured therein, except to Landlord.7.
    That the Rent Commencement Date for the Lease is the  day of , 19 and
the Lease shall expire at midnight on the  day of , 19.




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8.
    Any agreement, obligation, or liability made, entered into or incurred by or on
behalf of B.F. Saul Real Estate Investment Trust binds only its trust property, and no
shareholder, trustee, officer, or agent of the trust assumes or shall be held to any
liability therefor.
  ATTEST:
    
    
    
    TENANT:BBI-BIOTECH RESEARCH LABORATORIES, INC.,
a Massachusetts corporationBy:Printed Name:Title:ATTEST:
    
    
    
    LANDLORD:B.F. SAUL REAL ESTATE INVESTMENT TRUSTBy:Printed Name:Its:




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EXHIBIT E
 TO LEASE BETWEEN B.F. SAUL REAL ESTATE INVESTMENT TRUST
& BBI-BIOTECH RESEARCH LABORATORIES, INC.
OUTLINE OF LANDLORDS WORK:
COLD DARK SHELL
  1.
    
    FRAMEA structural frame of steel, concrete or masonry construction, or any combination of these,
with a floor design to carry and provide for 150 psf load. Clear height to the bottom of the
roof joists shall be approximately 13-6 to 14-6 except in Tenants Repository,
approximately 6,000 sf in the rear of the Premises, which shall be a minimum of 16-0.2.
    
    ROOFA roof system, as designed by Landlord and in accordance with applicable
building codes.3.
    
    EXTERIOR WALLSExterior building walls shall be of non-combustible construction as provided by Landlord.
Landlord will provide a brick exterior in the front of the building and a painted block
(Standard CMU)exterior at the rear of the building.4.
    
    FLOOR SYSTEM.Landlord will provide a 5 thick concrete floor slab.5.
    
    PLUMBINGLandlord will provide a 4 sanitary waste line to the building to be shared by all
tenants. Tenant shall be solely responsible for all costs of obtaining required water
meter(s).6.
    
    ELECTRICAL SERVICELandlord will provide 2,000 Amps to the building via a 480/277 volt, 3-phase, 4-wire
electrical service, to be shared by all tenants.Tenant shall apply to the local utility company to have electric service established in
its name and shall be solely responsible for all costs of obtaining such service and for
all costs of providing and installing the required electric meter(s).7.
    
    FIRE PROTECTIONLandlord will provide a complete, automatic wet sprinkler system, installed facing the
underside of the roof deck. Landlord will provide approximately one sprinkler head per
150 sf of Premises with sprinkler heads turned up.8.
    
    HEATING, VENTILATING, AND AIR-CONDITIONING (HVAC)HVAC system(s) and unit(s) will be included as part of the Interior Improvements.9.
    
    STOREFRONTLandlord will construct a complete storefront including, without limitation, glass and
glazing and door(s).