Exhibit 10.8.3THIRD AMENDMENT TO LEASE     **THIS THIRD AMENDMENT TO LEASE** (“Third Amendment”)is made and entered into this 14 day of June,2007 (“Amendment Date”) by and between Saul Holdings Limited Partnership as successor-in-interest to B. F. Saul Real Estate Investment Trust (hereinafterreferred to as “Landlord”) and SeraCare Life Sciences, Inc., a Delaware corporation, assuccessor-in-interest to BBI-Biotech Research Laboratories, Inc. (hereinafter referred to as“Tenant”).     **WHEREAS**, Landlord and Tenant have entered into that certain Lease dated May 16, 1997, asamended by that certain First Amendment to Lease dated October 14, 1997, that certain LetterAgreement dated October 15, 1997, that certain Second Amendmentto Lease dated December 9, 1997,and that certain Letter Agreement dated June 18, 1998 (collectively, the “Lease”) forapproximately 36,304 square feet of space in the Avenel Business Park, Phase IV Building locatedat 215 Perry Parkway, Gaithersburg, Maryland 20878; and     **WHEREAS**, the parties hereto desire to enter into this Third Amendment for the purposeshereinafter set out.     **NOW,THEREFORE**, in consideration of the premises and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:**1.TERM.** Article 2 of the Lease captioned “Term” is hereby amended to provide that the term of theLease shall beextended for an additional period of one hundred twenty (120) months, commencing on November 1,2007 (the “RenewalDate”) and ending on October 31, 2017.**2. BASERENT.**     (a) As of the Renewal Date, paragraphs (i) through (x) of Article 3(a) of the Lease aredeleted and replaced with the following:     (i) Tenant shall pay Base Rent in the amount of Six Hundred Sixty-Two Thousand FiveHundred Forty-Eight and No/100 Dollars ($662,548.00) per year in equal monthly installments ofFifty-Five Thousand Two Hundred Twelve and 33/100 Dollars ($55,212.33) each for the periodcommencing on November 1, 2007 and ending on October 31, 2008; and     (ii) Tenant shall pay Base Rent in the amount of Six Hundred Eighty-Two Thousand FourHundred Twenty-Four and 44/100 Dollars ($682,424.44) per year in equal monthly installmentsof Fifty-Six Thousand Eight Hundred Sixty-Eight and 70/100 Dollars ($56,868.70) each forthe period commencing on November 1, 2008 and ending on October 31, 2009; and     (iii) Tenant shall pay Base Rent in the amount of Seven Hundred Two Thousand EightHundred Ninety-Seven and 17/100 Dollars ($702,897.17) per year in equal monthlyInstallments of Fifty-Eight Thousand Five Hundred Seventy-Four and 76/100 Dollars($58,574.76) each for the period commencing on November 1, 2009 and ending on October 31, 2010; and     (iv) Tenant shall pay Base Rent in the amount of Seven Hundred Twenty-Three ThousandNine Hundred Eighty-Four and 09/100 Dollars ($723,984.09) per year in equal monthlyinstallments of Sixty Thousand Three Hundred Thirty-Two and 01/100 Dollars ($60,332.01)each for the period commencing on November 1, 2010 and ending on October 31, 2011; and     (v) Tenant shall pay Base Rent in the amount of Seven Hundred Forty-Five ThousandSeven Hundred Three and 51/100 Dollars ($745,703.61) per year in equal monthly installmentsof Sixty-Two Thousand One Hundred Forty-One and 97/100 Dollars ($62,141.97) each for theperiod commencing on November 1, 2011 and ending on October 31, 2012; and     (vi) Tenant shall pay Base Rent in the amount of Seven Hundred Sixty-Eight ThousandSeventy-Four and 72/100 Dollars ($768,074.72) per year in equal monthly installments ofSixty-Four Thousand Six and 23/100 Dollars ($64,006.23) each for the period commencing onNovember 1, 2012 and ending on October 31, 2013; and     (vii) Tenant shall pay Base Rent in the amount of Seven Hundred Ninety-One ThousandOne Hundred Sixteen and 96/100 Dollars ($791,116.96) per year in equal monthly installmentsof Sixty-Five Thousand Nine Hundred Twenty-Six and 41/100 Dollars ($65,926.41) each for theperiod commencing on November 1, 2013 and ending on October 31, 2014; and     (viii) Tenant shall pay Base Rent in the amount of Eight Hundred Fourteen ThousandEight Hundred Fifty and 47/100 Dollars ($814,850.47) per year in equal monthly installmentsof Sixty-Seven Thousand Nine Hundred Four and 21/100 Dollars ($67,904.21) each for theperiod commencing on November 1, 2014 and ending on October 31, 2015; and     (ix) Tenant shall pay Base Rent in the amount of Eight Hundred Thirty-Nine ThousandTwo Hundred Ninety-Five and 98/100 Dollars ($839,295.98) per year in equal monthlyinstallments of Sixty-Nine Thousand Nine Hundred Forty-One and 33/100 Dollars ($69,941.33)each for the period commencing on November 1, 2015 and ending on October 31, 2016; and     (x)Tenant shall pay Base Rent in the amount of Eight Hundred Sixty-Four Thousand FourHundred Seventy-Four and 86/100 Dollars ($864,474.86) per year in equal monthlyinstallments of Seventy-Two
1

 
Thousand Thirty-Nine and 57/100 Dollars ($72,039.57) each for the period commencing onNovember 1, 2016 and ending on October 31, 2017; and     (b) Tenant has previously deposited with the Landlord the sum of Thirty-Nine Thousand NineHundred Twenty-One and 83/100 Dollars ($39,921.83) to be held by Landlord as security for Tenant’ssatisfactory performance of the terms, covenants, and obligations of this Lease. In addition tothis, Landlord hereby acknowledges the receipt of an additional Fifteen Thousand Two HundredNinety and 50/100 Dollars ($15,290.50), which shall also be held by Landlord as security forTenant’s satisfactory performance of the terms, covenants, and conditions of the Lease inaccordance with the terms of Article 3(b) of the Lease for a total security deposit of Fifty-FiveThousand Two Hundred Twelve and 33/100 Dollars ($55,212.33).**3. **RIGHT TO TERMINATE.**Provided that Tenant is not in default of any of the terms, conditions,obligations or provisions of this Lease (either on the date the option provided for herein is exercised or on theexpiration of the eighty-fourth(84th) month after the Renewal Date), Tenant shall have the right to terminate thisLease on the last day of the eighty-fourth(84th) month after the Renewal Date by giving Landlord two hundred seventy (270) days advance writtennotice of its intention to terminate this Lease. To be effective, Tenant’s notice of termination shall beaccompanied by (i) Tenant’s check (subject to collection) payable to Landlord’s order in the amount of Two Hundred Seventy-SevenThousand Three Hundred and No/100 Dollars ($277,300.00) (the “Termination Fee”) as reimbursement to Landlord for brokers’commissions paid in connection with this Lease and Landlord’s Contribution. In the event Tenant shall fail to givewritten notice to the Landlord of its election to so terminate this Lease as provided for in the preceding sentence and/or pay theTermination Fee, time being of essence, then Tenant shall no longer have the right to terminate this Lease and the provisionsof this Section 3 shall be void and of no further force and effect.**4.LANDLORD CONTRIBUTION.** In consideration of Tenant’s performance of Tenant’s Work (as definedbelow) in the Premises, Landlord agrees to pay to Tenant an amount (“Landlord’s Contribution”) equal to thelesser of (i) the actual amount expended by Tenant in performing Tenant’s Work within the Premises, including any costsincurred by Tenant for managing, planning, permitting, or construction in the Premises and architectural, engineering, andconstruction management fees, or (ii) Five Hundred Forty-Four Thousand Five Hundred Sixty and No/100 Dollars ($544,560.00).Landlord’s Contribution will be payable to Tenant, or to Tenant’s contractors or vendors at Tenant’s request,in monthly installments as Tenant’s Work progresses, as follows:     (a) In amounts equal to ninety percent (90%) of the amounts expended by Tenant, upon receiptof the following:     (i) a written certification from Tenant’s general contractor and architect certifyingto Landlord that the portion of Tenant’s Work in the Premises for which payment is being requested has beencompleted in accordance with the approved plans and specifications; and     (ii) executed and notarized partial lien releases from all contractors, subcontractorsand materialmen performing work on the Premises related to the work described insub-paragraph (i) above.     (b) The remaining balance of Landlord’s Contribution will be payable within thirty (30) daysfrom the date Tenant delivers to Landlord each of the following:     (i) executed and notarized final lien releases from all contractors, subcontractorsand materialmen performing work on the Premises;     (ii) copies of paid invoices for all work performed in the Premises or all work to bepaid through Landlord’s Contribution;     (iii) a written certification from Tenant’s architect licensed in Maryland certifyingto Landlord (and Landlord’s lender, if requested) that Tenant’s Work in the Premises hasbeen completed in accordance with the plans and specifications; and     (iv) Certificate of Occupancy for the Premises.     Notwithstanding the foregoing, upon completion of Tenant’s Work, Tenant may apply any unusedportion of Landlord’s Contribution up to One Hundred Eight Thousand Nine Hundred Twelve and No/100Dollars ($108,912.00) as a credit to Base Rent at any time during the first twelve (12) monthsafter the Renewal Date.**5. TENANT’S WORK.**Tenant shall perform and/or construct certain improvements approved byLandlord including, but not limited to, painting, carpeting, replacing floor tiles, as well as upgrades toexisting office and/or lab space (collectively, “Tenant’sWork”) to the Premises and shall competitively bid, award, andmanage the actual construction directly through Tenant’s architect and/or construction manager. Tenant’s Work shallbe constructed in accordance with mutually acceptable plans, requirements, and specifications submitted by Tenant forLandlord’s reasonable approval and otherwise in accordance with Article 9 and the other terms and conditionsof the Lease. Notwithstanding anything in Article 9 of the Lease to the contrary, all requests for approvalsubmitted by Tenant shall be responded to by Landlord in writing within ten (10) business days of such request. Landlord’sfailure to respond in writing within ten (10) business days of such request would constitute a default by Landlord under theLease. Tenant would have all remedies available to it pursuant to the Lease and/or at law or in equity. Except forLandlord’s Contribution, Tenant shall be responsible for all costs and expenses associated with Tenants Work. Landlordshall not be entitled to any construction management fee.**6.SUBORDINATION, NON-DISTURBANCE AGREEMENT. Landlord will use reasonable efforts to obtain a non-disturbance agreement for Tenant’s benefit from the lender holding the mortgage lien on theproperty as of the Amendment Date (the “Lender”). The non-disturbance agreement shall be on the Lender’s approvedform, a copy of which is attached to this Lease as**Exhibit A**, and Tenant shall pay to Landlord, as additional rent,all fees, costs, and expenses charged to Landlord by the Lender up to $2,500.00, if any, in connection with the Lender’sreview of this Lease
2

 
and negotiation or review of the non-disturbance agreement including, without limitation, theLender’s legal fees. Landlord will provide invoice(s) for the Lender’s review to Tenant.**7.LANDLORD’S LIEN WAIVER**. Landlord will, upon receipt of written request from Tenant, execute anagreement, on Landlord’s form, a copy of which is attached as**Exhibit B**, subordinating any Landlord liens itmay have on Tenant’s inventory, trade fixtures and other personal property as a result of this Lease to a lien on suchpersonal property held by any bona fide, third party lender; provided, however, that, notwithstanding anything herein containedor any decision of any court to the contrary, the term “trade fixtures” shall not include any air-conditioning, heating,lighting, electrical and plumbing equipment installed by Tenant in the Premises, nor any wiring or other apparatus related thereto.**8.BROKER**. Landlord shall pay the complete commission due in connection with this Lease to LarsenCommercial Real Estate Services, Inc. (“Broker”) pursuant to a separate written agreement between Landlordand Broker. Except in regard to Broker, Landlord and Tenant represent to each other that they have not dealt with anybroker(s) or finder(s) concerning this Lease. Landlord and Tenant mutually agree to defend and hold each other harmlessagainst any claims of any person or entity involving a breach of the representation contained in this Section. In theevent of such a claim by any person or entity, the party against whom the claim is made or the litigation is commenced shallgive reasonable notice to the other party with opportunity to such other party to defend against any claim for which indemnitywill be sought under this Section. The foregoing indemnity and disclosure provisions are for the sole benefit of the partiesto this Lease, and nothing contained herein shall be deemed to make Broker a third party beneficiary of this Lease, or entitleBroker, or any other person or entity other than Landlord and Tenant, to enforce this Lease.**9.OUTSIDE STORAGE AREA AND FLAMMABLE STORAGE UNITS AREA.** The location of the Outside StorageArea and Flammable Storage Units Area as referred to in Article 52 of the Lease are shown on**Exhibit C,** which is attached hereto and by this reference made a part hereof. The approximate area for the OutsideStorage Area and Flammable Storage Units Area is 3,000 square feet.**10.ENVIRONMENTAL MATTERS.** Subject to the provisions of Article 53 of the Lease, Tenant representsthat the list attached hereto as Exhibit D is a revised, complete and accurate list of chemicals andhazardous materials, including approximate quantities, used and stored in or about the Premises.**11.NOTICES.** Effective as of the Amendment Date, Article 33 of the Lease titled “Notice” shallhereby be deleted and replaced with the following:“All notices, rent or other payments required or desired to be given hereunder by either party tothe other shall be sent by first class mail, postage prepaid, or by a reputable commercialmessenger service, except that notices of default and notices related to the exercise of optionsor other rights under this Lease shall be sent by certified mail, return receipt requested or by areceipted overnight commercial messenger service (such as Federal Express or DHL) for delivery onthe next following business day. Notices sent by mail shall be deemed to be received on the dateof actual receipt by the recipient or on the dale delivery is refused. Notices sent by a receiptedovernight commercial messenger service shall be deemed received on the next business day afterdepositing with such delivery service. Notices to the respective parties, and any amounts requiredto be paid hereunder, shall be addressed and sent as follows:           **If to Landlord:**                 **NOTICES AND CORRESPONDENCE** **RENT, PAYMENTS, ETC.**      Windham Management Company Saul Holdings LimitedPartnership      7501 Wisconsin Avenue,Suite 1500 PO Box-64288      Bethesda, Maryland 20814-6522 Baltimore, Maryland 21264-4288      Attention: Legal Department               **If to Tenant:**                 **SeraCare Life Sciences, Inc.** **SeraCare Life Sciences, Inc.**      375 West Street 217 Perry Parkway      West Bridgewater, Massachusetts02379 Gaithersburg, Maryland 20877      Attention: Chief FinancialOfficer Attention: Kathi Shea      (508) 580-1900 (301) 208-8100  Either party may designate a substitute address, from time to time, by notice in writing sent inaccordance with the provisions of this paragraph.”**12.OPTION TO RENEW.** The parties hereby confirm that Tenant still retains the option to renew theterm of the Lease for two (2) additional periods of five (5) years each pursuant to the terms of Article 49 ofthe Lease.**13.ASSIGNMENT; SUBLETTING.** The last sentence of Article 19(c) of the Lease is hereby deleted inits entirety and replaced with the following:     “(c) Notwithstanding anything contained herein to the contrary, Tenant may, without Landlord’sconsent, but with written notice to Landlord given five (5) days prior to the effective date ofsuch Transfer, effect a Transfer provided (i) such Transferee’s net worth shall be equal to atleast $20,000,000,00, (ii) such Transferee’s business in the Premises shall be substantiallycomparable to Tenant’s business on the date hereof or to research and development facilitiessimilar to those operating in Avenel Business Park, and (iii) such Transferee shall assume inwriting all of Tenant’s obligations hereunder. For the purposes of this paragraph, Transferee’s networth shall be equal to the total book value of assets, exclusive of intangible assets, less totalliabilities.”
3

 
**14.****MISCELLANEOUS**. Except as specifically modified hereby, the Lease shall remain infull force and effect in accordance with the terms contained therein and is herebyratified, approved and confirmed in all respects. Any agreement, obligation orliability made, entered into or incurred by or on behalf of Landlord binds only itsproperty and no shareholder, trustee, officer, director, employee, partner or agentof the Landlord assumes or shall be held to any liability therefor. The provisionsof this Third Amendment shall be binding upon the parties hereto, their successors,and to the extent permitted under the Lease, their assigns. The submission of thisAmendment for examination does not constitute an agreement, an option or an offer,and this Amendment becomes effective only upon execution and delivery thereof byLandlord to Tenant. Neither party shall have any legal obligation to the other inthe event that the Amendment contemplated herein is not consummated for any reason.Discussions between the parties respecting the proposed Amendment described herein,shall not serve as a basis for a claim against either party or any officer,director or agent of either party. Captions and headings are for convenience andreference only and shall not in any way define, limit or describe the scope orcontent of any provision of this Amendment. Whenever in this Amendment (i) anyprinted portion, or any part thereof, has been stricken out, or (ii) any portion ofthe Lease (as the same may have been previously amended) or any part thereof, hasbeen modified or stricken out, then, in either of such events, whether or not anyreplacement provision has been added, this Amendment and the Lease shall hereafterbe read and construed as if the material so stricken out were not included, and noimplication shall be drawn from the text of the material so stricken out whichwould be inconsistent in any way with the construction or interpretation whichwould be appropriate if such material had never been contained herein or in theLease. The Exhibits referred to in this Amendment and attached hereto are asubstantive part of this Amendment and are incorporated herein by reference. Ifdrafts of this Agreement or other communications between the parties were sent byemail or other electronic methods, then the following additional provisions shallalso apply: (i) any typewritten signature included with any e-mail or any documentattached to any email is not an electronic signature within the meaning ofElectronic Signatures in Global and National Commerce Act or any other law ofsimilar import, including without limitation, the Uniform Electronic TransactionsAct (“UETA”), as the same may be enacted in any State, (ii) any transmission ofthis Agreement is not intended as an “electronic signature” to a “record” of suchtransaction (as those terms are defined under UETA); instead, it is Landlord’sintention that a record of such transaction shall be created only uponmanually-affixed original signatures on an original document, and (iii) the final,definitive version of this Agreement shall be created by Landlord (the “FinalDraft”), and Tenant will sign such Final Draft.     **WITNESS** the following signatures and seals.           **ATTEST:**   **TENANT: SeraCare Life Sciences, Inc.**             /s/Gregory A. Gould   By: /s/ Susan L.N. Vogt           (seal) Corporate Secretary     Name: Susan L.N. Vogt        Title: Chief Executive Officer        Tax I.D. Number: 33-0056054             **ATTEST:**   **LANDLORD: Saul Holdings Limited Partnership**      **By:** **Saul Centers, Inc., General Partner**             /s/Signature   By: /s/ B. Francis Saul III           (seal) Assistant Secretary     Name: B. Francis Saul III        Title: President  
4

 
SECRETARY’S CERTIFICATE     I,Gregory A. Gould, Secretary of SeraCare Life Sciences,Inc., a Delaware corporation do hereby certify (i) that the foregoing and annexed ThirdAmendment was executed and delivered pursuant to, and in strict conformity with theprovisions of resolutions of the Board of Directors of said corporation validly adopted at aregularly called meeting of said Board of Directors, and that a quorum was present at saidmeeting (or validly adopted by unanimous written consent of said Board of Directors in lieuof a meeting), in conformity with the laws of the state of incorporation of said Corporation;and (ii) that the following is a true, correct and complete reproductionof said resolution:(See below)         By:  /s/Gregory A. Gould    Secretary   (Corporate Seal) Date: June 14, 2007                            **AvenelBusiness Park Lease Renewal**               RESOLVED FURTHER, that the form, terms and conditions of the LeaseRenewal Documents are hereby ratified and approved; and be it               RESOLVED FURTHER,that Officers be, and each of them individually hereby is,authorized and directed in the name and on behalf of the Company, to execute,deliver and perform the Lease Renewal Documents in substantially the formspresented to the Board, in each case with such additions, deletions,modifications or other changes thereto as such Officers executing the sameshall have determined to be necessary or appropriate, such determination to beconclusively evidenced by the execution thereof; and be it               RESOLVED FURTHER, that any and all actions previously taken by any of theOfficers of the Company prior to the date hereof in furtherance of the foregoingresolutions be, and they hereby are, ratified, confirmed and approved in allrespects as the acts and deeds of the Company; and be it               RESOLVED FURTHER, that the Officers be, and each of them individually herebyis, authorized and directed in the name and on behalf of the Company,to execute any applications, certificates, agreements, amendments or supplements or any otherinstruments or documents or amendments or supplements thereto, or to do and tocause to be done any and all other acts and things, including, but not limited to,the incurrence of any fees as such Officers shall have determined to be necessaryor appropriate to make effective or to implement the foregoing resolutions; and beit
5

 
**EXHIBITA****SUBORDINATION,NONDISTURBANCE AND ATTORNMENT AGREEMENT**     THIS SUBORDINATION. NONDISTURBANCE AND ATTORNMENT AGREEMENT (“Agreement”) made andentered into as of the                      day of                                         , 2007, by and between PFL Life Insurance Company (“Lender”),and SeraCare Life Sciences, Inc., a Delaware corporation (Tenant”).     WHEREAS, Lender is the owner of and holds a mortgage loan (the “Loan”) from Saul HoldingsLimited Partnership (the “Landlord”) secured by a mortgage or deed of trust (the “Mortgage”) onthe land described on **Exhibit A**, together with present or future Improvements (the “RealProperty”); and     WHEREAS, Landlord has entered into a lease with Tenant as to all or a portion of the RealProperty dated the16th day of May 1997 (which lease together with all amendments,options, extensions, renewals and replacements is the “Lease”); and     WHEREAS, Lender and Tenant have reached certain agreements as to the subordination of thatLease to the Mortgage, as to Tenant’s attornment to Lender and as to Lender non-disturbance ofTenant; and     WHEREAS, the parties desire to set forth in writing their agreements.     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereincontained, which the parties agree and acknowledge constitute good and adequate consideration, theparties mutually agree as follows:**1.Subordination**. The Lease, all of its terms and provisions, and all of the Tenant’s rightsthereunder and as tothe Real Property shall be and are subordinate to the Mortgage.**2.Consent to Assignment**. The Tenant consents to the assignment of the Lease to Lender as securityfor the Loan.**3.Notice to Lender in the Event of Landlord Default.** If Landlord defaults under the Lease and,upon notice,fails to cure its default within the cure period provided under this Lease, Tenant will notifyLender of the default and affordLender a reasonable opportunity to cure the default before terminating the Lease or exercising anyself-help rights fromwhich a right of setoff would arise.**4. NewOwner Obligations.** If Lender forecloses the Loan, or acquires title to the Real Property bydeed in lieu offoreclosure, the following terms and conditions will govern the respective rights and obligationsof Tenant and Lender orother new owner of the Real Property (in either case, the**“New Owner”**). Neither the New Owner oranyone claiming by,through or under the New Owner:     (a) will be bound by any purchase option contained in the Lease.     (b) will as to matters arising prior to the date New Owner acquires title to the RealProperty, assume anyLandlord’s liabilities to Tenant arising from any: (i) Landlord default, act or omissionexcept to the extent such default, actor omission continues after New Owner succeeds to Landlord’s interest in the Real Property, or(ii) Lease indemnificationor hold harmless provisions.     (c) will be subject to any defenses, counterclaims or offsets which Tenant has as of the dateNew Owneracquires title to the Real Property, except as expressly provided in the Lease.     (d) will be liable to the Tenant in excess of the value of New Owner’s interest in the RealProperty.     (e) will be bound by any modification of the Lease, including the release from liability ofany party liable forthe obligations of Tenant, made without New Owner’s written consent.     (f) will be bound by any rent paid more than one month in advance unless actually received, orcredited toNew Owner, except as expressly required by the Lease, or unless New Owner has consented to anadvance payment inwriting.     (g) will be liable for the return of security or other lease deposits, unless and then only tothe extent of anysecurity or funds actually received or credited to New Owner.     (h) will be responsible for any consequential damages arising out of a default, act oromission of landlord under the Lease.**5.Non-disturbance.** The New Owner will not disturb Tenant’s quiet enjoyment and possession of itsLeasepremises for so long as Tenant is not in default under the Lease beyond any applicable cure period.Lender will not joinTenant as a party defendant in any action or proceeding foreclosing the Mortgage, unless joiningTenant is necessary orappropriate to foreclose the Mortgage, and then only for such purposes and not for the purposes ofterminating theLease.**6.Tenant Obligations as to Payment of Rental under the Lease.** This Agreement will not vary anyterms of theLease that condition Tenant’s obligation to pay rent on Landlord’s performance of its covenantsunder the Lease inrespect of the habitability and quiet enjoyment of the Real Property, which Lender agrees shallapply to the New Owneras they have to the Landlord, provided Tenant has performed all of its obligation under Paragraph 3of this Agreement.
6

 
**7.Attornment.** Subject to the other terms of this Agreement, Tenant will, upon notice of thetransfer of title to the Real Property to New Owner, attorn to the New Owner and recognize the New Owner as the landlordunder the Lease from and after the date New Owner acquires title to the Real Property.**8.Notices.** Any notice under this Agreement may be delivered by hand or sent by commercial deliveryservice or United States Postal Service express mail, in either case for overnight delivery with proof ofreceipt, or sent by certified mail, return receipt requested, to the following addresses:     **To Tenant:** **SeraCare Life Sciences, Inc.**375 West StreetWest Bridgewater, Massachusetts 02379Attention: Chief Financial Officer(508) 580-1900 **SeraCare Life Sciences, Inc.**217 Perry ParkwayGaithersburg, Maryland 20877Attention: Kathi Shea(301) 208-8100**To Lender:**           Director, Mortgage LoanServicingAEGON USA RealtyAdvisors, Inc.4333 EdgewoodRoad NECedar Rapids, Iowa 52499  Notice shall be deemed to have been given upon receipt if delivered by hand, on the next businessday if sent for overnight delivery by commercial delivery service or United States Postal Serviceexpress mail, or three (3) business days following mailing if sent by certified mail, returnreceipt requested.**9. NoModification.** No modification of this Agreement shall be valid unless in writing andexecuted by the party against whom enforcement is sought.**10.Applicable Law.** This Agreement shall be construed according to and governed by the laws ofthe state in which the Real Property is located.**11.Successors and Assigns.** This Agreement shall be binding on, and shall inure to the benefit of,the parties’ successors and assigns.**12.Counterparts.** This Agreement may be executed and delivered in counterparts for theconvenience of the parties.**[SIGNATURESAPPEAR ON FOLLOWING PAGE]**
7

 
IN WITNESS WHEREOF, the parties have signed this Subordination, Non-disturbance and AttornmentAgreement as of the year and date first above written.               **Tenant: SeraCareLife Sciences, Inc.**   **Lender: PFL Life Insurance Company**                 By:       By:                   Name:       Name:                   Title:       Title:                 **ACKNOWLEDGEMENT**STATE OF:                                          COUNTY OF:                                          On this ______ day of                          , 20 ______, before me, a                                                              in and for saidcounty,personally appeared                                        , to me personally known, who being by me duly sworn did say that that personis the                                          of said corporation and that said instrument was signed on behalf of the saidcorporation by authority of its board of directors and the said                                              acknowledged the execution of said instrument to be the voluntary act and deed ofsaid corporation by it voluntary executed.IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year first above written.            Notary Public in and for said State      STATE OF:                                         COUNTY OF:                                         On this_____ day of          ,20__, before me, a                                             in and for said county, personally appeared                      , to me personally known, who beingby me duly sworn did say that that person is the                                          of saidcorporation and that said instrument was signed on behalf of the saidcorporation by authority of its board of directors and the said                        acknowledged theexecution of said instrument to be the voluntary act and deed of saidcorporation by it voluntary executed.IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year first abovewritten.            Notary Public in and for said State     
8

 
     **EXHIBIT B****FORM OF LANDLORD’S LIEN SUBORDINATION AGREEMENT**     ThisAgreement (“Agreement”) is made as of the _______ day of _____________, 2007, by and between **SAUL****HOLDINGS LIMITED PARTNERSHIP,** a Maryland limited partnership (hereinafter called “Landlord”), and**MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC.,** a Delaware corporation (hereinafter called“Secured Party”).     **WHEREAS,** Landlord is the owner and landlord of premises situate at Avenel Business Park, PhaseIV Building located at 215 Perry Parkway, Gaithersburg, Maryland (the “Premises”) more particularlydescribed in the Lease hereinafter mentioned; and     **WHEREAS,** Landlord has leased said Premises to SeraCare Life Sciences, Inc., a Delawarecorporation (hereinafter called “Tenant”) under the terms and conditions of the lease dated May 16,1997 (as amended, hereinafter called the “Lease”);     **WHEREAS,** Tenant has entered into an Agreement by which it granted to Secured Party a securityinterest in (i) Tenant’s inventory and accounts receivable (as those terms are defined in theUniform Commercial Code), and (ii) trade fixtures and equipment used in the operation of Tenant’sbusiness in the Premises, all of which items are listed on Exhibit “A”, attached hereto and made apart hereof, but expressly excluding any fixtures or equipment permanently attached to thePremises, (the property described in clauses (i) and (ii) are hereinafter collectively called“Collateral”) in order to secure loans made and to be made by Secured Party to Tenant;     **WHEREAS,** the loans made and to be made by Secured Party are and will be beneficial to Tenant,and permit and will permit Tenant better to continue its operations as heretofore and to pay therent under the Lease; and     **WHEREAS,** Secured Party requires assurance that Landlord’s interest in the Collateral will besubordinate to the interest of Secured Party in the Collateral, and that its security interests inthe Collateral shall be paramount to any rights with respect thereto, or interest therein, whichLandlord or any subsequent owner of said real estate may have as owner, landlord or otherwise;     **NOW, THEREFORE,** Landlord agrees as follows:1. Landlord’s interest, estate and/or lien in the Collateral is hereby made subordinate to thelien, interest and estate of Secured Party therein; provided, however, that, notwithstanding anything herein contained or anydecision of any court to the contrary, the term “Collateral” shall not include any air-conditioning, heating, lighting,electrical, and plumbing equipment installed in the Premises, nor any wiring or other apparatus related thereto. Furthermore,Landlord waives any interest in Tenant’s inventory and accounts receivable and agrees not to distrain or levy upon any inventory oraccounts receivable or to assess any landlord lien, right of distraint or other claim against the inventory and accountsreceivable and agrees not to distrain or levy upon any inventory or accounts receivable or to assess any landlord lien, right ifdistraint or other claim against the inventory or accounts receivable until such time as the obligations of Tenant to Lender arepaid in full or Lender waives its rights to such inventory and accounts receivable.2. Secured Party may enter the Premises to remove the Collateral, or any part thereof, in theexercise of its rights as Secured Party, under and subject to the following terms and conditions:     (a) Removal of the Collateral by Secured Party shall take place prior tothe expiration of the Lease or, in the event as a result of Tenant’s default (i)the Lease is terminated or (ii) Landlord elects to reenter the Premises withoutterminating the Lease, within fifteen (15) days after Secured Party receives acopy of Landlord’s notice that it has elected to terminate the Lease or reenterthe Premises; provided, however, that Secured Party may extend such fifteen (15)day period for an additional period of up to seventy-five (75) days (the“Additional Period”) after receipt of Landlord’s notice, if within ten (10) daysafter receipt of Landlord’s notice, Secured Party notifies Landlord in writingof the length of the Additional Period (up to the seventy-five (75) daymaximum). Secured Party shall transmit to Landlord an amount equal to the thenapplicable sum of Base Rent, Annual Operating Costs, Additional Rent or anyother amounts due under the terms of the Lease for the Additional Period on aper diem basis, pro-rated based on a thirty (30) day month until the end of theAdditional Period. Any of the Collateral remaining in the Premises after theexpiration of such period(s), except inventory or accounts receivable, may, atLandlord’s option exercised in accordance with the Lease and applicable laws,become the property of Landlord, or disposed of in accordance with the terms ofthe Lease, free of any claims of Secured Party. The foregoing provisionsgranting Secured Party an additional period of time to remove the Collateral andto preserve its rights under this Agreement may apply in the event that Tenantbecomes a debtor under the Bankruptcy Code or any similar federal or statebankruptcy or insolvency statute if Secured Party is not permitted to remove theCollateral as a result of any stay of actions against the Tenant arising as aresult of any such bankruptcy of the Tenant, be extended by Secured Party, asprovided above, for an additional period (a “Bankruptcy Extension”), Landlordmay elect to terminate the Secured Party’s rights hereunder if the Secured Partyfails to exercise its right to extend for an Additional Period or a BankruptcyExtension, as applicable, or to transmit the amounts required above,notwithstanding the fact that Landlord is not legally permitted to proceedagainst the Tenant, it being the intention of the parties that Secured Partyshall not be permitted to store the Collateral in the Premises after the abovedescribed fifteen (15) day period unless the per diem Base Rent and othercharges due under the Lease are paid as and when due or Secured Party otherwisecures the default of the Tenant (although Secured Party shall have no obligationto cure the default) under the Lease within fifteen (15) days following receiptof Landlord’s notice of election to terminate the Lease. Any inventory remainingin the Premises after the expiration of an Additional Period or a BankruptcyExtension, as applicable, may be disposed of in accordance with applicable lawsrelating to abandoned property.     (b) Secured Party shall repair all damage to the Premises caused by theremoval of the Collateral within the time period(s) specified in the foregoingsubparagraph (a).     (c) If Landlord is required to engage counsel to collect amounts due fromSecured Party with respect to the Additional Period or otherwise enforce SecuredParty’s obligations hereunder. Secured Party shall pay to Landlord the
9

 
reasonable costs and expenses, including attorney fees, incurred by Landlord in enforcing SecuredParty’s obligations under this Agreement.     (d) Secured Party represents and warrants to Landlord that Secured Party has the right andauthority to enter the Premises and remove the Collateral, and will indemnify, hold harmless and defend Landlordfrom any claims by Tenant that Landlord should not allow Secured Party access to the Premises.     (e) No action by Secured Party pursuant to this Agreement shall constitute or be deemed to bean assumption by Secured Party of any obligation under the Lease, and, except as provided herein, SecuredParty shall not have any obligation to Landlord.3. Landlord waives any rights of distraint, levy or execution against the Collateral or any claimto the Collateral so long as Secured Party has a security interest in the Collateral, as provided under the terms of thisAgreement.4. Landlord will notify Secured Party of the termination of the Lease for any reason and/or ofLandlord’s election to reenter the Premises; provided, however, that any failure by Landlord to notify Secured Party ofsuch termination or reentry shall not affect or invalidate any such notice of termination of the Lease or election to reentergiven to Tenant, and such notice to Tenant shall be effective notwithstanding Secured Party’s lack of notice. Secured Party shallhave the right to cure a default of Tenant under the Lease within the fifteen (15) day notice and cure period provided for inparagraph 2 a above.5. The subordination of Landlord’s lien set forth herein shall run to the benefit of Secured Partyonly, and neither Tenant or any other person shall be entitled to rely on this agreement. This waiver shall be bindingupon the successors and transferees of Landlord.6. All notices required or desired to be given hereunder by either party to the other shall be sentby either (i) certified mail, return receipt requested, or (ii) a receipted commercial messenger service (such as FederalExpress or Airborne Express) for delivery on the next following business day. Notices to the respective parties shallbe addressed and sent as follows:**If to Landlord:**Saul Holdings Limited Partnership c/o Saul Centers, inc.****