<PAGE>   1
EXHIBIT 10.46





                                AGENCY AGREEMENT


                          Dated as of February 5, 1998



                                    between

                         GUILFORD PHARMACEUTICALS INC.,
                           as the Construction Agent


                                      and


                   FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                      not individually, but solely as the
           Owner Trustee under the Guilford Real Estate Trust 1998-1
                                 as the Lessor
<PAGE>   2
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Page
<S>                                                                                                         <C>
ARTICLE I  DEFINITIONS; RULES OF USAGE  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     1.1 Definitions.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
         -----------
     1.2 Interpretation.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
         --------------

ARTICLE II  APPOINTMENT OF THE CONSTRUCTION AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
     2.1 Appointment.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  2
         -----------
     2.2 Acceptance and Undertaking.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
         --------------------------
     2.3 Term.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
         ----
     2.4 Scope of Authority.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  3
         ------------------
     2.5 Delegation of Duties   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
         --------------------
     2.6 Covenants of the Construction Agent.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  4
         -----------------------------------
     2.7A. Supplemental Covenants of the Construction Agent.  . . . . . . . . . . . . . . . . . . . . . . .  6
           ------------------------------------------------

ARTICLE III  THE PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
     3.1 Construction.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  8
         ------------
     3.2 Amendments; Modifications.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
         -------------------------
     3.3 Limited Obligation Event.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  9
         ------------------------
     3.4 Failure to Complete Construction Period Properties and Purchase
         ---------------------------------------------------------------
         Obligation - Environmental Violations and Abandonment.. . . . . . . . . . . . . . . . . . . . . .  10
         -----------------------------------------------------

ARTICLE IV  PAYMENT OF FUNDS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
     4.1 Right to Receive Construction Cost.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
         ----------------------------------

ARTICLE V  EVENTS OF DEFAULT  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
     5.1 Events of Default.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
         -----------------
     5.2 Damages.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
         -------
     5.3 Remedies; Remedies Cumulative.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
         -----------------------------
     5.4 Limitation on Recourse.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
         ----------------------

ARTICLE VI  THE LESSOR'S RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     6.1 Exercise of the Lessor's Rights.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
         -------------------------------
     6.2 The Lessor's Right to Cure the Construction Agent's Defaults.  . . . . . . . . . . . . . . . . . . 15
         ------------------------------------------------------------

ARTICLE VII  MISCELLANEOUS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
     7.1 Notices.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
         -------
     7.2 Successors and Assigns.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
         ----------------------
     7.3 GOVERNING LAW.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
         -------------
     7.4 SUBMISSION TO JURISDICTION; VENUE; WAIVERS; ARBITRATION  . . . . . . . . . . . . . . . . . . . . . 16
         -------------------------------------------------------
     7.5 Amendments and Waivers.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
         ----------------------
     7.6 Counterparts.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
         ------------
     7.7 Severability.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
         ------------
     7.8 Headings and Table of Contents.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
         ------------------------------
</TABLE>





                                       i
<PAGE>   3
<TABLE>
     <S>                                                                                                    <C>
     7.9 WAIVER OF JURY TRIAL.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
         --------------------
</TABLE>





                                       ii
<PAGE>   4
                                AGENCY AGREEMENT


         THIS AGENCY AGREEMENT, dated as of February 5, 1998 (as amended,
modified, extended, supplemented, restated and/or replaced from time to time,
the "Agreement"), between FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national
banking association ("FSB"), not individually, but solely as Owner Trustee
under the Guilford Real Estate Trust 1998-1 (the "Lessor") and GUILFORD
PHARMACEUTICALS INC., a Delaware corporation (the "Construction Agent").


                             PRELIMINARY STATEMENT

         A.      The Lessor and the Construction Agent are parties to that
certain Lease Agreement dated as of even date herewith (as amended, modified,
extended, supplemented, restated and/or replaced from time to time, the
"Lease"), pursuant to which the Construction Agent, as lessee (in such
capacity, the "Lessee") has agreed to lease certain Land, Improvements and
Equipment and/or to sublease a ground leasehold in certain Properties subject
to one (1) or more Ground Leases from the Lessor.

         B.      In connection with the execution and delivery of the
Participation Agreement, the Lease and the other Operative Agreements, and
subject to the terms and conditions hereof, (i) the Lessor desires to appoint
the Construction Agent as its sole and exclusive agent in connection with the
identification and acquisition or ground lease of the Properties (provided,
title to the Properties shall be held in the name of the Lessor, except that
the interest of the Lessor in certain of the Properties shall be a ground
leasehold interest pursuant to one (1) or more Ground Leases, if requested by
the Construction Agent) and the development, acquisition, installation,
construction and testing of the Improvements and the Equipment in accordance
with the Plans and Specifications and (ii) the Construction Agent desires, for
the benefit of the Lessor, to identify and acquire or ground lease the
Properties and to cause the development, acquisition, installation,
construction and testing of the Improvements, the Equipment and the other
components of the Properties in accordance with the Plans and Specifications
and to undertake such other liabilities and obligations as are herein set
forth.

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






<PAGE>   5
                                   ARTICLE I

                          DEFINITIONS; RULES OF USAGE

         1.1     DEFINITIONS.

                 For purposes of this Agreement, capitalized terms used in this
Agreement and not otherwise defined herein shall have the meanings assigned to
them in Appendix A to that certain Participation Agreement dated as of February
5, 1998 (as amended, modified, extended, supplemented, restated and/or replaced
from time to time in accordance with the applicable provisions thereof, the
"Participation Agreement") among the Construction Agent, the Lessor, the
various banks and lending institutions parties thereto from time to time, as
Holders, the various banks and lending institutions parties thereto from time
to time, as Lenders, and First Union National Bank, as the agent for the
Lenders and respecting the Security Documents, as the agent for the Lenders and
the Holders, to the extent of their interests.  Unless otherwise indicated,
references in this Agreement to articles, sections, paragraphs, clauses,
appendices, schedules and exhibits are to the same contained in this Agreement.

         1.2     INTERPRETATION.

                 The rules of usage set forth in Appendix A to the
Participation Agreement shall apply to this Agreement.

                                   ARTICLE II

                     APPOINTMENT OF THE CONSTRUCTION AGENT

         2.1     APPOINTMENT.

         Subject to the terms and conditions hereof, the Lessor hereby
irrevocably designates and appoints the Construction Agent as its exclusive
agent, and the Construction Agent accepts such appointment, in connection with
the identification and acquisition from time to time of the Properties
(provided, title to the Properties shall be held in the name of the Lessor,
except that the interest of the Lessor in certain Properties shall be a ground
leasehold interest pursuant to one (1) or more Ground Leases if requested by
the Construction Agent) and the development, acquisition, installation,
construction and testing of the Improvements, the Equipment and the other
components of the Properties in accordance with the Plans and Specifications on
the Land, and pursuant to the terms of the Operative Agreements.
Notwithstanding any provisions hereof or in any other Operative Agreement to
the contrary, the Construction Agent acknowledges and agrees that the Lessor
shall advance no more than the sum of the aggregate Commitment of the Lenders
plus the aggregate amount of the Holder Commitments of the Holders in regard to
the Properties (including without limitation for any and all Advances in the
aggregate from the Lenders under the Credit Agreement and from the Holders
under the Trust Agreement).





                                       2
<PAGE>   6
         2.2     ACCEPTANCE AND UNDERTAKING.


         The Construction Agent hereby unconditionally accepts the agency
appointment and undertakes, for the benefit of the Lessor, to identify and
acquire certain Properties (provided, title to the Properties shall be held in
the name of the Lessor, except that the interest of the Lessor in certain
Properties shall be a ground leasehold interest pursuant to one (1) or more
Ground Leases if requested by the Construction Agent) and the development,
acquisition, installation, design, construction and testing of the
Improvements, the Equipment and the other components of the Properties in
accordance with the Plans and Specifications and the Operative Agreements.

         2.3     TERM.

         This Agreement shall commence on the date hereof and shall terminate
on the Construction Period Termination Date.

         2.4     SCOPE OF AUTHORITY.

                 (a)      The Lessor hereby expressly authorizes the
         Construction Agent, or any agent or contractor of the Construction
         Agent, and the Construction Agent unconditionally agrees for the
         benefit of the Lessor, subject to Section 2.4(b), to take all action
         necessary or desirable for the performance and satisfaction of any and
         all of the Lessor's obligations under any construction agreement and
         to fulfill all of the obligations of the Construction Agent including
         without limitation:

                          (i)     the identification and assistance with the
                 acquisition of Properties in accordance with the terms and
                 conditions of the Participation Agreement;

                          (ii)    all design and supervisory functions relating
                 to the development, acquisition, installation, construction
                 and testing of the related Improvements, Equipment and other
                 components of the applicable Property and performing all
                 engineering work related thereto;

                          (iii)   (A) negotiating, entering into, performing
                 and enforcing all contracts and arrangements to acquire or
                 ground lease the Properties and to procure the equipment
                 necessary to construct the Properties and (B) negotiating,
                 executing, performing and enforcing all contracts and
                 arrangements to develop, acquire, install, construct and test
                 the Improvements, the Equipment and the other components of
                 the Properties on such terms and conditions as are customary
                 and reasonable in light of local and national standards and
                 practices and the businesses in which the Lessee is engaged;

                          (iv)    obtaining all necessary permits, licenses,
                 consents, approvals, entitlements and other authorizations,
                 including without limitation all of the foregoing required for
                 the Properties and the use and occupancy thereof and those





                                       3
<PAGE>   7
                 required under applicable Law (including without limitation
                 Environmental Laws), from all Governmental Authorities in
                 connection with the development, acquisition, installation,
                 construction and testing of the Improvements, the Equipment
                 and the other components of the Properties in accordance with
                 the Plans and Specifications;

                          (v)     maintaining all books and records with
                 respect to the Properties and the construction, operation and
                 management thereof; and

                          (vi)    performing any other acts necessary in
                 connection with the identification and acquisition or ground
                 leasing of the Properties and the development, acquisition,
                 installation, construction and testing of the related
                 Improvements, Equipment and all other additional components of
                 the Properties in accordance with the Plans and
                 Specifications.

                 (b)      Neither the Construction Agent nor any of its
         Affiliates or agents shall enter into any contract or consent to any
         contract in the name of the Lessor without the Lessor's prior written
         consent, such consent to be given or withheld in the exercise of the
         Lessor's reasonable discretion; provided, however, that (i) no such
         contract will increase the obligations of the Lessor beyond the
         obligations of the Lessor as are expressly set forth in the Operative
         Agreements and (ii) each such contract shall be expressly non-recourse
         to the Lessor on terms and conditions that are reasonably acceptable
         to the Lessor.

                 (c)      Subject to the terms and conditions of this Agreement
         and the other Operative Agreements, the Construction Agent shall have
         sole management and control over the installation, construction and
         testing means, methods, sequences and procedures with respect to the
         Properties.

         2.5     DELEGATION OF DUTIES

         The Construction Agent may execute any of its duties under this
Agreement by or through agents, contractors, employees or attorneys-in-fact;
provided, however, that no such delegation shall limit or reduce in any way the
Construction Agent's duties and obligations under this Agreement.

         2.6     COVENANTS OF THE CONSTRUCTION AGENT.

         The Construction Agent hereby covenants and agrees that it will:

                 (a)      following the Construction Commencement Date for each
         Property, cause the development, acquisition, installation, design,
         construction and testing of such Property to be prosecuted in a good
         and workmanlike manner, and respecting each Property in accordance
         with the applicable Plans and Specifications, the Construction Budget,
         the applicable contracts relating to the Improvements, the Equipment,
         other





                                       4
<PAGE>   8
         components of such Property and procurement of construction materials,
         the applicable construction contracts, the applicable construction
         schedule, prevalent industry practices and otherwise in accordance
         with Section 3.1 hereof;

                 (b)      commence construction and cause the initial
         Construction Advance to be made with respect to the Improvements on
         dates that are each within six (6) months after the Initial Closing
         Date;

                 (c)      cause the Completion Date for any Improvements to
         occur on or before the earlier of (i) the date that is twenty-four
         (24) months after the initial Construction Advance made in connection
         with such Improvements or (ii) the Construction Period Termination
         Date, in each case free and clear (by removal or bonding) of Liens or
         claims for materials supplied or labor or services performed in
         connection with the development, acquisition, installation,
         construction or testing thereof;

                 (d)      cause the Improvements to be substantially completed
         within eighteen (18) months after the initial Construction Advance is
         made in connection with such Improvements;

                 (e)      at all times subsequent to the initial Advance
         respecting a Property (i) cause good and marketable title to the
         applicable Property to vest in the Owner Trustee (except that the
         interest of the Lessor in certain Properties shall be a ground
         leasehold interest pursuant to one (1) or more Ground Leases if
         requested by the Construction Agent), (ii) cause a valid, perfected,
         first priority Lien on the applicable Property to be in place in favor
         of the Agent (for the benefit of the Lenders and the Holders), (iii)
         file all necessary documents under the applicable real property law
         and Article 9 of the Uniform Commercial Code to perfect such title and
         Liens and (iv) not permit Liens (other than Permitted Liens and Lessor
         Liens) to be filed or maintained respecting the applicable Property;

                 (f)      no less than five (5) Business Days prior to the
         scheduled date for the initial Construction Advance to be made in
         connection with any Property, the Construction Agent shall deliver to
         the Agent (for the benefit of the Lessor) true, complete and correct
         copies of the Construction Budget therefor.  Thereafter, the
         Construction Agent, on a monthly basis, shall deliver to the Lessor
         true, correct and complete copies of any material modifications of the
         Construction Budget and progress reports regarding the development,
         acquisition, installation, construction and testing of the Properties;

                 (g)      procure insurance for the Properties during the
         Construction Period in accordance with the provisions of Article XIV
         of the Lease;

                 (h)      on or before the Construction Period Termination
         Date, cause the Rent Commencement Date to occur with respect to all
         Properties or purchase any such Properties for an amount equal to
         (subject to the provisions of Section 3.3 hereof) the





                                       5
<PAGE>   9
         sum referenced in Section 5.3(b) hereof and otherwise in compliance
         with the other terms and provisions of the Operative Agreements; and

                 (i)      except for the payment of real estate taxes or the
         equivalency charge as referenced in Sections 1:08 and 6:05(ii) of the
         Land Disposition Agreement prior to the Completion Date, the
         Construction Agent shall (i) satisfy, or cause to be satisfied, all
         obligations of the Developer (as such term is defined in the Land
         Disposition Agreement) pursuant to each of the Land Disposition
         Agreement and the City of Baltimore Commitment and (ii) be fully
         responsible for all liabilities of the Developer pursuant to each of
         the Land Disposition Agreement and the City of Baltimore Commitment.

         2.6A.   SUPPLEMENTAL COVENANTS OF THE CONSTRUCTION AGENT.

         To the extent any other provisions of the Operative Agreements
conflict with the provisions of Section 2.6A, the provisions of this Section
2.6A shall govern.  With respect to the Properties, the Construction Agent
hereby covenants and agrees that:

                 (a)      The Construction Agent will cause the acquisition of
         the Land to be prosecuted with diligence and continuity and will
         complete, on or before the Completion Date, (i) the construction of
         Improvements in accordance with the Plans and Specifications, and (ii)
         the purchase and installation of all necessary components in or at the
         Properties, all of which shall be completed free and clear of Liens
         (except for Lessor Liens and Permitted Liens.)

                 (b)      All building and other governmental permits necessary
         for particular Work have been obtained with respect to the Properties
         or will be obtained prior to commencing the particular Work for which
         they are required.

                 (c)      The Plans and Specifications have been approved (or
         will be prior to commencing the particular Work for which approvals
         are required), to the extent required by applicable law or any
         restrictive covenant, respectively, by all local authorities and the
         beneficiary of any such covenant; the applicable portions of the Plans
         and Specifications to be approved have also been approved (or will be
         prior to commencing the particular Work for which approvals are
         required) by the Construction Agent, the Agent and the Agent's
         construction inspector; all construction, if any, heretofore performed
         on each Property has been performed within the perimeter of such
         Property in accordance with the Plans and Specifications and in
         accordance with any restrictive covenants applicable thereto; there
         are no material structural defects in the Improvements; and no
         material violation of any law exists with respect to any Property.
         The Construction Agent shall not permit any changes in the Plans and
         Specifications (after they have been delivered to the Agent) or any
         change orders in the construction contracts for any Property (after
         they have been delivered to the Agent) which would increase the
         unfunded cost thereof without the prior written consent of the Agent
         and any governmental authorities having jurisdiction if such consent
         is required.





                                       6
<PAGE>   10
                 (d)      The Construction Agent will permit the Agent and its
         representatives (including but not limited to the Agent's construction
         inspector) to enter upon any of the Properties during normal working
         hours and upon reasonable advance notice to the Construction Agent, to
         inspect the Properties and all materials at the site, and will
         cooperate, and cause the contractors of the Construction Agent to
         cooperate, with the Agent and the Agent's construction inspector in
         connection with any such inspections.  Upon any such entry, the
         entering party shall not disrupt the construction process in any
         material way and shall use reasonable care in conducting itself.

                 (e)      Unless such was previously attached to a Requisition
         and delivered to the Agent, the Construction Agent will deliver to the
         Agent, on demand in writing, copies of any contracts, bills of sale,
         statements, receipted vouchers or agreements, under which the
         Construction Agent claims title to any materials, fixtures or articles
         incorporated in any of the Properties or subject to the lien of the
         Security Documents.

                 (f)      The Construction Agent upon demand in writing by the
         Agent in its reasonable discretion, will commence and proceed promptly
         and diligently to correct any structural defect in the Properties or
         any departure from the Plans and Specifications not approved as herein
         provided.  The Agent shall determine in its reasonable discretion
         whether the Construction Agent is acting promptly and diligently.  No
         approval by the Financing Parties of any Advances will constitute a
         waiver of the Agent's right to require compliance with this covenant
         with respect to any such defects or departures from the Plans and
         Specifications.

                 (g)      At the Agent's written request, the Construction
         Agent will (i) deliver to the Agent the names of all Persons with whom
         it intends to contract for the acquisition of the Properties or for
         the furnishing of labor or materials therefor, and a copy of each
         contract, subcontract and agreement relating thereto, and (ii) obtain
         the approval of the Agent (which approval shall not be unreasonably
         withheld, delayed or conditioned) prior to executing any contract or
         any subcontract with respect to the acquisition and/or construction of
         the Properties.

                 (h)      During the acquisition and/or construction of the
         Properties, the Construction Agent will keep adequate records and
         books of account with respect to the Properties and will upon
         reasonable prior notice to the Construction Agent permit the Agent, by
         its agents, accountants and attorneys during normal working hours, to
         visit and inspect the Properties and examine such records and books of
         account and to discuss the affairs, finances and accounts pertaining
         thereto with representatives and agents of the Construction Agent at
         such reasonable times as may be reasonably requested by the Agent.

                 (i)      The Construction Agent will comply (in all material
         respects) with all applicable building restrictions, zoning
         ordinances, building codes, environmental protection requirements and
         other governmental requirements applicable to the Properties.





                                       7
<PAGE>   11
                 (j)      The Construction Agent will promptly pay or cause to
         be paid all of the contractors, subcontractors and materialmen
         performing Work in connection with the Properties the amounts justly
         due to them, and receive and apply the Advances solely for the purpose
         of paying the costs of the Completion of the Properties or as
         otherwise expressly permitted pursuant to the Operative Agreements.

                 No person contracting with the Construction Agent with respect
         to the acquisition and/or construction of the Properties shall have
         the right to be reimbursed by the Financing Parties under any
         circumstances whatsoever.  The participation of the Financing Parties
         in the transactions contemplated hereby, shall not in any way be
         construed as obligating the Financing Parties to any Person for the
         payment of any expense incurred with respect to the acquisition and/or
         construction of the Properties.

                 (k)      As soon as the footings and foundations (if any) of
         any new Improvements to be constructed as part of the Properties are
         in, if deemed necessary by the Agent, the Construction Agent shall
         cause to be delivered to the Agent a location survey prepared by a
         surveyor approved by the Agent showing the location of such new
         Improvements in relation to the boundary lines thereof and setback
         restrictions applicable thereto and stating that such location is in
         compliance with all setback and other applicable restrictions.  As
         construction of such new Improvements progresses, and upon their
         completion, the Construction Agent will supply such further location
         surveys as the Agent may reasonably require from time to time to
         assure itself that such new Improvements do not extend beyond such
         boundary lines and setback and other restrictions.

                 (l)      The Construction Agent will take such action and
         institute such proceedings as shall be necessary to cause and require
         all contractors, subcontractors, and material suppliers to complete
         their contracts related to the Properties diligently in accordance
         with the terms of such contracts, including without limitation the
         correcting of any defective Work.


                                  ARTICLE III

                                 THE PROPERTIES

         3.1     CONSTRUCTION.

         The Construction Agent shall cause the Improvements, the Equipment and
all other components of the Properties to be developed, acquired, installed,
constructed and tested in compliance with all Legal Requirements, all Insurance
Requirements, all manufacturer's specifications and standards and the standards
maintained by the Construction Agent for similar properties owned or operated
by the Construction Agent, and all specifications and standards applicable to
properties of the Lessee which are similar to the Permitted Facilities, unless
non-





                                       8
<PAGE>   12
compliance, individually or in the aggregate, shall not have and could not be
reasonably expected to have a Material Adverse Effect.

         3.2     AMENDMENTS; MODIFICATIONS.

                 (a)      The Construction Agent may at any time revise, amend
         or modify (i) the Plans and Specifications without the consent of the
         Lessor; provided, that any such amendment to the Plans and
         Specifications does not (x) result in the Completion Date of the
         Improvements occurring on or after the Construction Period Termination
         Date or (y) result in the cost of all Improvements exceeding the
         amount specified in the Construction Budget, as amended from time to
         time, or an amount equal to the sum of the then Available Commitments
         plus the then Available Holder Commitments (reduced by the amount, if
         any, necessary to pay for the cost of construction and development of
         Improvements on other Properties which are currently under
         construction but have not yet been completed (such amount the
         "Unfunded Amount")), and (ii) the Construction Budget and enter into
         any related amendments, modifications or supplements without the
         consent of the Lessor; provided, that such revisions, amendments or
         modifications to the Plans and Specifications or related amendments,
         modifications or supplements to the Construction Budget do not result
         in any increase in total Property Costs greater than the amount
         specified in the Construction Budget, as amended from time to time, or
         the then Available Commitments and Available Holder Commitment
         (reduced by the Unfunded Amount).

                 (b)      The Construction Agent agrees that it will not
         implement any revision, amendment or modification to the Plans and
         Specifications for any Property if the aggregate effect of such
         revision, amendment or modification, when taken together with any
         previous or contemporaneous revision, amendment or modification to the
         Plans and Specifications for any Property, would cause a material
         reduction in value in excess of the cost reduction of such revision,
         amendment or modification of the Property when completed, unless such
         revision, amendment or modification is required by Legal Requirements.

         3.3     LIMITED OBLIGATION EVENT.

         If at any time prior to the Completion Date with respect to any
Construction Period Property there occurs a Limited Obligation Event, then the
Construction Agent shall elect one of the options set forth in the following
Sections 3.3(a) and 3.3(b): (a) the Construction Agent shall pay to the Lessor,
on a date designated by the Lessor, an aggregate amount equal to (i) the
Termination Value of such Construction Period Property plus (ii) any and all
fees and expenses incurred by or on behalf of the Lessor or the Agent in
connection with such Construction Period Property (including without limitation
the transfer thereof) and on such date Lessor shall transfer and convey to the
Construction Agent all right, title and interest of Lessor in and to such
Construction Period Property or (b) the Construction Agent shall pay to the
Lessor, on a date designated by the Lessor, an aggregate amount equal to the
Maximum Residual Guarantee Amount (calculated for these purposes as an amount
equal to the product of the aggregate





                                       9
<PAGE>   13
Property Cost for such Construction Period Property times eighty-nine percent
(89%)) and thereafter the Construction Agent (within one hundred twenty days
(120) of the occurrence of the Limited Obligation Event) shall cause such
Construction Period Property to be transferred to a Person other than the
Construction Agent or any Affiliate of the Construction Agent (or, to the
extent the Limited Obligation Event is a Condemnation, then the Construction
Agent shall coordinate, at the request of the Lessor, such proceedings with the
applicable Governmental Authority).  Any and all proceeds from such
Construction Period Property after the occurrence of a Limited Obligation Event
(including without limitation insurance proceeds and condemnation proceeds)
shall be payable to the Lessor until such time as there shall have been paid in
full the aggregate Termination Value for such Construction Period Property and
any and all fees and expenses incurred by or on behalf of the Lessor or the
Agent in connection with such Construction Period Property (including without
limitation the transfer thereof).  Excess proceeds shall be payable to the
Construction Agent for its individual account.  To the extent proceeds from
such Construction Period Property are insufficient to pay fully the fees and
expenses referenced in the prior sentence, the Construction Agent shall pay the
shortfall; provided, the aggregate sum of such fees and expenses plus the
Maximum Residual Guarantee Amount referenced above shall not exceed eighty-nine
and nine tenths percent (89.9%) of the aggregate Property Cost for such
Construction Period Property.  In connection with any transfer referenced above
of such Construction Period Property by the Lessor, the Lessor shall convey
such Construction Period Property "AS-IS, WHERE-IS" and in its then present
physical condition to the applicable Person free and clear of Lessor Liens.  If
a Casualty, Condemnation or Force Majeure Event occurs which does not
constitute a Limited Obligation Event, the Construction Agent shall promptly
and diligently complete the development, acquisition, refinancing,
installation, construction and testing of such Construction Period Property in
accordance with the Plans and Specifications and with the terms hereof and
cause the Completion Date with respect to such Construction Period Property to
occur on or prior to the Construction Period Termination Date.

         3.4     FAILURE TO COMPLETE CONSTRUCTION PERIOD PROPERTIES AND
PURCHASE OBLIGATION - ENVIRONMENTAL VIOLATIONS AND ABANDONMENT.

         If at any time prior to the Completion Date with respect to any
Construction Period Property (a) there shall occur any Environmental Violation
which the Lessor deems material in its reasonable discretion or (b) the
Construction Agent shall abandon or permanently discontinue the construction
and development of such Construction Period Property (which abandonment or
permanent discontinuance shall be deemed to have occurred if no work at such
Construction Period Property site is undertaken or completed during a
continuous period of sixty (60) days or more for reasons other than a Limited
Obligation Event, then the Construction Agent shall pay to Lessor, on a date
designated by the Lessor, an aggregate amount equal to the liquidated damages
amount referenced in Section 5.3(b) of this Agreement regarding such
Construction Period Property and on such date Lessor shall transfer and convey
to the Construction Agent all right, title and interest of Lessor in and to
such Construction Period Property.  At the cost and expense of the Construction
Agent, the Lessor shall convey such Construction Period Property "AS-IS,
WHERE-IS" and in its then present physical condition to the Construction Agent
or its designee free and clear of Lessor Liens.  If the Construction Agent is
not required to pay such liquidated





                                       10
<PAGE>   14
damages, it shall promptly and diligently complete the development,
acquisition, refinancing, installation, construction and testing of such
Construction Period Property in accordance with the Plans and Specifications
and with the terms hereof and cause the Completion Date with respect to such
Construction Period Property to occur on or prior to the Construction Period
Termination Date.  Any determination that an Environmental Violation is
immaterial for purposes of this Agreement shall not limit the obligations of
Lessee respecting such Environmental Violation under the Lease.

                                   ARTICLE IV

                                PAYMENT OF FUNDS

         4.1     RIGHT TO RECEIVE CONSTRUCTION COST.

                 (a)      In connection with the development, acquisition,
         installation, construction and testing of any Property and during the
         course of the construction of the Improvements on any Property, the
         Construction Agent may request that the Lessor advance funds for the
         payment of Property Acquisition Costs or other Property Costs, and the
         Lessor will comply with such request to the extent provided for under
         the Participation Agreement.  The Construction Agent and the Lessor
         acknowledge and agree that the Construction Agent's right to request
         such funds and the Lessor's obligation to advance such funds for the
         payment of Property Acquisition Costs or other Property Costs is
         subject in all respects to the terms and conditions of the
         Participation Agreement and each of the other Operative Agreements.
         Without limiting the generality of the foregoing it is specifically
         understood and agreed that in no event shall the aggregate amounts
         advanced by the Lenders and the Holders for Property Acquisition Costs
         or other Property Costs and any other amounts due and owing hereunder
         or under any of the other Operative Agreements exceed the sum of the
         aggregate Commitment of the Lenders plus the aggregate amount of the
         Holder Commitments, including without limitation such amounts owing
         for (i) development, acquisition, installation, design, construction
         and testing of the Properties, (ii) additional amounts which accrue or
         become due and owing under the Credit Agreement or Trust Agreement as
         obligations of the Lessor prior to any Completion Date or (iii) any
         other purpose specified in the Operative Agreements.

                 (b)      The proceeds of any funds made available to the
         Lessor to pay Property Acquisition Costs or other Property Costs shall
         be made available to the Construction Agent in accordance with the
         Requisition relating thereto and the terms of the Participation
         Agreement.  The Construction Agent will use such proceeds only to pay
         the Property Acquisition Costs or other Property Costs set forth in
         the Requisition relating to such funds.





                                       11
<PAGE>   15
                                   ARTICLE V

                               EVENTS OF DEFAULT

         5.1     EVENTS OF DEFAULT.

         If any one (1) or more of the following events (each an "Agency
Agreement Event of Default") shall occur:

                 (a)      the Construction Agent fails to apply any funds  paid
         by the Lessor to the Construction Agent in a manner consistent with
         the requirements of the Operative Agreements and as specified in the
         applicable Requisition for the development, acquisition, installation,
         construction and testing of the Properties and related Improvements
         and Equipment or otherwise respecting the Properties to the payment of
         Property Acquisition Costs or other Property Costs;

                 (b)      except as otherwise provided in Sections 3.3, 5.1(a),
         5.1(c), 5.1(d), 5.1(e) or 5.1(f), the Completion Date with respect to
         any Property shall fail to occur for any reason on or prior to the
         Construction Period Termination Date;

                 (c)      except as otherwise provided in Sections 5.1(a),
         5.1(b), 5.1(d), 5.1(e) or 5.1(f), the Construction Agent shall
         materially breach any of its representations or warranties under this
         Agreement or shall fail to observe or perform any term, covenant or
         condition of this Agreement other than as set forth in paragraphs (a),
         (b), (d), (e) or (f) of this Section 5.1 and such failure to observe
         or perform any such term, covenant or condition shall continue for
         more than fifteen (15) days after notice thereof to the Construction
         Agent; provided, if any such failure to observe or perform any such
         term, covenant or condition is not capable of remedy with such fifteen
         (15) day period but may be remedied with further diligence and if the
         Construction Agent has and continues to pursue such remedy, then the
         Construction Agent shall be granted additional time to pursue such
         remedy but in no event more than an additional thirty (30) days;

                 (d)      any Lease Event of Default;

                 (e)      the Construction Agent shall abandon or permanently
         discontinue the construction and development of any Construction
         Period Property, which abandonment or permanent discontinuance shall
         be deemed to have occurred if no Work at such Construction Period
         Property site is undertaken or completed during a continuous period of
         sixty (60) days or more for reasons other than a Limited Obligation
         Event and prior to such abandonment or permanent discontinuance, the
         Lenders and the Holders shall have consistently made the Advances
         requested from time to time to the Construction Agent; and

                 (f)      in connection with any Property, this Agreement and
         the obligations of the Construction Agent regarding such Property or
         pursuant to this Agreement, the





                                       12
<PAGE>   16
         Construction Agent (through any act or omission) shall have been
         grossly negligent or engaged in any act or omission constituting
         willful misconduct or fraud.

then, in any such event, the Lessor may, in addition to the other rights and
remedies provided for in this Agreement, terminate this Agreement by giving the
Construction Agent written notice of such termination and upon the expiration
of the time fixed in such notice and the payment of all amounts owing by the
Construction Agent hereunder (including without limitation any amounts
specified under Section 5.3 hereof), this Agreement shall terminate.  The
Construction Agent shall pay all costs and expenses incurred by or on behalf of
the Lessor, including without limitation reasonable fees and expenses of
counsel, as a result of any Agency Agreement Event of Default hereunder.

         5.2     DAMAGES.

         The termination of this Agreement pursuant to Section 5.1 shall in no
event relieve the Construction Agent of its liability and obligations
hereunder, all of which shall survive any such termination.

         5.3     REMEDIES; REMEDIES CUMULATIVE.

                 (a)      (intentionally omitted)

                 (b)      Upon the occurrence of an Agency Agreement Event of
         Default, the Lessor shall have (in addition to its rights otherwise
         described in this Agreement or existing at law, equity or otherwise)
         the option (and shall be deemed automatically, and without any further
         action, to have exercised such option upon the occurrence of any Lease
         Event of Default arising under Sections 17.1(g), (h), (i) or (j) of
         the Lease) to transfer and convey to the Construction Agent upon a
         date designated by the Lessor all right, title and interest of the
         Lessor in and to any Property or Properties (including without
         limitation any Land and/or any Improvements, any interest in any
         Improvements, any Equipment and any Property then under construction)
         for which the Rent Commencement Date has not yet occurred (a
         "Construction Period Property").  On any transfer and conveyance date
         specified by the Lessor pursuant to this Section 5.3(b), (i) the
         Lessor shall transfer and convey (at the cost of the Construction
         Agent) all right, title and interest of the Lessor in and to any or
         all such Construction Period Properties free and clear of the Lien of
         the Lease and all Lessor Liens, (ii) the Construction Agent hereby
         covenants and agrees that it will accept such transfer and conveyance
         of right, title and interest in and to the respective Construction
         Period Property or Construction Period Properties and (iii) the
         Construction Agent hereby promises to pay to the Lessor, as liquidated
         damages (it being agreed that it would be impossible accurately to
         determine actual damages), an aggregate amount equal to the
         Termination Value of any or all such Construction Period Properties.
         The Construction Agent specifically acknowledges and agrees that its
         obligations under this Section 5.3(b), including without limitation
         its obligations to accept the transfer and conveyance of Construction
         Period Properties and its payment obligations described in
         subparagraph (iii) of this Section 5.3(b), shall be





                                       13
<PAGE>   17
         absolute and unconditional under any and all circumstances and shall
         be performed and/or paid, as the case may be, without notice or demand
         and without any abatement, reduction, diminution, setoff, defense,
         counterclaim or recoupment whatsoever.  The foregoing provisions of
         this Section 5.3(b) are not intended to, and shall not, limit or
         impair the rights of the Lessee pursuant to Section 3.3.

                 (c)      The Construction Agent shall have the right to cure
         an Agency Agreement Event of Default hereunder with respect to any
         given Property by purchasing or causing the Lessee to purchase such
         Property from the Lessor (to the extent such Agency Agreement Event of
         Default is no longer continuing with respect to any other Property
         remaining subject to this Agreement after such purchase) for an amount
         equal to the liquidated damages amount set forth in Section 5.3(b) of
         this Agreement.  Any such purchase shall be deemed a full cure of all
         Agency Agreement Events of Default; provided, the foregoing shall not
         affect the obligations of the Indemnity Provider (in its capacity as
         the Indemnity Provider) pursuant to the Operative Agreements or the
         rights or the ability of any Indemnified Person respecting the
         indemnification provisions of the Operative Agreements.

                 (d)      No failure to exercise and no delay in exercising, on
         the part of the Lessor, any right, remedy, power or privilege under
         this Agreement or under the other Operative Agreements shall operate
         as a waiver thereof; nor shall any single or partial exercise of any
         right, remedy, power or privilege under this Agreement preclude any
         other or further exercise thereof or the exercise of any other right,
         remedy, power or privilege.  The rights, remedies, powers and
         privileges provided in this Agreement are cumulative and not exclusive
         of any rights, remedies, powers and privileges provided by law.

         5.4     LIMITATION ON RECOURSE.

         Notwithstanding anything contained herein or in any other Operative
Agreement to the contrary (except for and subject to the last sentence of this
Section 5.4), upon the occurrence and during the continuance of an Agency
Agreement Event of Default described in clause (b) or clause (c) of Section
5.1, so long as the Construction Agent relinquishes its interest in the
Properties and conveys its right, title or interest therein and possession
thereof to the Lessor or its designee free and clear of all Liens (other than
Lessor Liens, Liens for Taxes that are not yet due and Liens in favor of
municipalities to the extent agreed to by the Lessor), accompanied by an
affidavit (in form and substance reasonably satisfactory to the Lessee and the
Construction Agent) to the Lessor and the Lessor's title insurer to such effect
and appropriate statements of termination and such other documents as the
Lessor shall reasonably request (each in form and substance reasonably
satisfactory to the Lessor and the Construction Agent), the Lessor's maximum
recovery on a recourse basis against the Construction Agent shall be limited to
89.9% of the aggregate Property Cost for such Properties (including without
limitation capitalized interest and yield thereon to the date of payment
thereof).  The Construction Agent nonetheless acknowledges and agrees that the
Lessor shall be entitled to recover 100% of the amounts owed to the Lessor in
accordance with the Operative Agreements from its interest in the Property so
relinquished.  Notwithstanding anything contained herein or in any other
Operative Agreement to





                                       14
<PAGE>   18
the contrary, the Construction Agent and the Lessor hereby agree that the
above-referenced limitations on the liability of the Construction Agent shall
be limited to claims arising expressly under a breach of contract theory and
that the Lessor has not waived, and hereby expressly reserves, its right to
bring any cause of action, suit or claim in law or in equity to the extent such
is raised under a theory other than breach of contract.


                                   ARTICLE VI

                              THE LESSOR'S RIGHTS

         6.1     EXERCISE OF THE LESSOR'S RIGHTS.

         Subject to the Excepted Payments, the Construction Agent and the
Lessor hereby acknowledge and agree that, subject to and in accordance with the
terms of the Security Agreement made by the Lessor in favor of the Agent, the
rights and powers of the Lessor under this Agreement have been assigned to the
Agent.

         6.2     THE LESSOR'S RIGHT TO CURE THE CONSTRUCTION AGENT'S DEFAULTS.

         The Lessor, without waiving or releasing any obligation or Agency
Agreement Event of Default, may (but shall be under no obligation to) remedy
any Agency Agreement Event of Default for the account of and at the sole cost
and expense of the Construction Agent.  All out-of-pocket costs and expenses so
incurred (including without limitation reasonable fees and expenses of
counsel), together with interest thereon at the Overdue Rate from the date on
which such sums or expenses are paid by the Lessor, shall be paid by the
Construction Agent to the Lessor on demand.

                                  ARTICLE VII

                                 MISCELLANEOUS

         7.1     NOTICES.

         All notices required or permitted to be given under this Agreement
shall be in writing and delivered as provided in Section 12.2 of the
Participation Agreement.

         7.2     SUCCESSORS AND ASSIGNS.

         This Agreement shall be binding upon and inure to the benefit of the
Lessor, the Construction Agent and their respective successors and the assigns
of the Lessor.  The Construction Agent may not assign this Agreement or any of
its rights or obligations hereunder or with respect to any Property in whole or
in part to any Person without the prior written consent





                                       15
<PAGE>   19
of the Agent, the Lenders, the Holders and the Lessor (which consent shall not
be unreasonably withheld, conditioned or delayed).

         7.3     GOVERNING LAW.

         THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF MARYLAND, WITHOUT REGARD TO CONFLICTS
OF LAWS PRINCIPLES.

         7.4     SUBMISSION TO JURISDICTION; VENUE; WAIVERS; ARBITRATION

         THE PROVISIONS OF THE PARTICIPATION AGREEMENT RELATING TO SUBMISSION
TO JURISDICTION, VENUE AND ARBITRATION ARE HEREBY INCORPORATED BY REFERENCE
HEREIN, MUTATIS MUTANDIS.

         7.5     AMENDMENTS AND WAIVERS.

         This Agreement may not be terminated, amended, supplemented, waived or
modified except in accordance with the provisions of Section 12.4 of the
Participation Agreement.

         7.6     COUNTERPARTS.

         This Agreement may be executed in any number of separate counterparts
and all of said counterparts taken together shall be deemed to constitute one
(1) and the same instrument.

         7.7     SEVERABILITY.

         Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in
any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.

         7.8     HEADINGS AND TABLE OF CONTENTS.

         The headings and table of contents contained in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.

         7.9     WAIVER OF JURY TRIAL.

         TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE LESSOR AND THE
CONSTRUCTION AGENT IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND ANY COUNTERCLAIM
THEREUNDER.





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                                       17
<PAGE>   21
         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.


                  GUILFORD PHARMACEUTICALS INC., as the Construction
                  Agent


                  By: /s/ Andrew R. Jordan
                      ---------------------------------------
                  Name:    Andrew R. Jordan
                        ---------------------------------------------
                  Title:   Senior Vice President & Chief Financial Officer
                         -------------------------------------------------



                  FIRST SECURITY BANK, NATIONAL ASSOCIATION, not
                  individually, but solely as Owner Trustee under the
                  Guilford Real Estate Trust 1998-1, as the Lessor


                  By: /s/Brett R. King
                      -----------------------------------------------
                  Name:    Brett R. King
                        ---------------------------------------------
                  Title:   Assistant Vice President
                         ------------------------------------