Exhibit 10.20


                       [TRANSLATED FROM FRENCH TO ENGLISH]

          ------------------------------------------------------------
                            COMMERCIAL LEASE CONTRACT
          ------------------------------------------------------------

BETWEEN THE UNDERSIGNED

1)   S.A.  SALAMANDRE,  a public  limited  company with FF 3,500,000 in capital,
     registered in the LAON  Commercial  and Corporate  Registry under no. B 392
     188 330, with headquarters at PLESNOY - 02190 PROVISEUX,

     Represented by Mr. Herve DE VRIENDT, President and Chief Executive Officer,

                        Hereinafter called the "Lessor,"
                          THE PARTY OF THE FIRST PART,
                                       AND

2)   S.A.  BIOSPHERE  MEDICAL,  a public  limited  company  with FF 1,000,000 in
     capital, registered in the PONTOISE Commercial and Corporate Registry under
     no. B 418 584 033, with  headquarters at Zone Industrielle de Louvres - rue
     de la Briqueterie - 95380 LOUVRES,

     Represented by Mr. Alain BRUNIER,  Chief Executive Officer, duly authorized
     to sign this  contract by virtue of the powers  conferred  by Article 13 of
     the bylaws,

                        Hereinafter called the "Lessee,"
                          THE PARTY OF THE SECOND PART,

                    IT HAS BEEN AGREED AND DECIDED AS FOLLOWS

ARTICLE 1 / LEGAL TRANSACTION

The Lessor leases the premises designated below to the Lessee, which accepts
[same], pursuant to the provisions of the Decree of September 30, 1953 and the
amendments thereto.

ARTICLE 2 / DESIGNATION

The leased premises are part of the property located at: Parc des Nations - Z.I.
Paris Nord II - 95700 ROISSY EN FRANCE.

Their locations on the property are as follows:


Building  A - Lot no.  2b,  with a  surface  area of 1,686  m2  which  currently
comprises:
                           Activity
                     --------------------      Offices
                      Storage   Mezzanine    Public areas     Total
       ------------- ---------  ---------   --------------  ----------
       Ground floor     1,030                   280 m2       1,310 m2
       1st floor                   136          240 m2         376 m2
       ------------- --------------------   --------------  ----------
            Total          1,166 m2             520 m2       1,686 m2
       ------------- -------------------------------------  ----------
<PAGE>


A plan of said premises is appended hereto (Appendix 1).

A  descriptive  inventory  of  fixtures  of said  premises  is  appended  hereto
(Appendix 2).


ARTICLE 3 / TERM OF THE CONTRACT

This lease is granted and accepted for a term of nine years  commencing  on June
1, 2001 and ending on May 31, 2010.

By express  agreement of the parties,  the Lessee waives the right to cancel the
lease at the end of the first and second three-year  periods.  It may not cancel
the lease for the first time until the end of the third three-year period,  then
at the end of each  three-year  period  thereafter,  by notifying  the Lessor at
least twelve months in advance via writ.

ARTICLE 4 / INTENDED USE

The Lessee must occupy the leased  premises by itself,  quietly,  in  accordance
with Articles 1728 and 1729 of the Civil Code.

In accordance with the Lessee's corporate purpose, only the following activities
may be carried out:

     The  manufacture,  creation,  study and  development,  sale,  distribution,
     import,  [and] export of all  materials,  instruments,  and  equipment  for
     medical, surgical,  radiological and neuroradiological,  veterinary,  [and]
     dental uses.

Said  real  property  must,  in any  event,  be used to carry  out a  commercial
activity that does not adversely  affect the intended  purpose and nature of the
leased premises.

The  Lessee   declares   that  it  shall  be   responsible   for  obtaining  the
administrative  authorizations that shall, as applicable,  be necessary in order
to carry  out its  activities  in the real  property,  namely  approvals,  etc.,
without that in any way hindering the implementation of this contract. It agrees
to comply with and execute,  at its own expense and cost,  risk, and peril,  for
the entire term of the contract,  all  regulations  and decrees,  administrative
orders, or any amendments to same, all in such a manner that the Lessor is never
sought out or bothered in this regard.

ARTICLE 5 / DELIVERY CONDITION

The Lessee shall take the premises in the  condition in which they are in on the
day on which it takes  possession [of same]. It shall be deemed to have received
same in good  condition if it fails to prepare an inventory of fixtures,  at its
expense and in the  presence of the Lessor or he who is duly  appointed,  within
two weeks of taking possession of the leased premises.

ARTICLE 6 / TAKING POSSESSION

The  [date on  which]  possession  shall be taken is set at May 1,  2001 for the
storage area and June 1, 2001 for the offices.

<PAGE>
ARTICLE 7 / MAINTENANCE

The  Lessee  shall be  responsible  for all  repairs  pertaining  to the  leased
premises, with the exception of those covered by Article 606 of the Civil Code.

In  particular,  the Lessee shall maintain and replace,  if necessary,  anything
involving the  installations  for its personal use, as well as the fasteners and
locks  of  windows,  doors  and  shutters,  plate  glass,  window  panes,  floor
coverings,  [and] wood trim.  It shall  perform  repairs of damage to the leased
property,  whether  caused by itself or by an identified or  unidentified  third
party. All replacements shall mandatorily be identical [to the original], unless
[otherwise] expressly agreed by the Lessor in advance and in writing.

The Lessee agrees that unless it has itself performed all  maintenance,  repair,
and replacement work for which it is responsible, the Lessor may, if thirty days
after  sending a  registered  letter with return  receipt  requested it has been
unsuccessful,  except in the event of an  emergency,  provide  said  services or
perform  said  work for and on  behalf  of the  Lessee.  The  Lessee  agrees  to
reimburse the actual cost,  including all related expenses and fees,  within two
weeks of [receipt of] the statement which shall be sent to it by the Lessor.

The Lessee agrees to take all steps to maintain the  orderliness and cleanliness
of the property on which the leased  premises are located and to comply with all
property regulations, if any. The Lessor reserves the right to amend the latter.

The Lessee shall be liable for accidents caused by and to its equipment.

The Lessee shall take all precautions against extreme cold.

In all cases in which it becomes  essential to enter the premises due to damages
the source of which appears to be inside the premises,  and if the Lessee cannot
be contacted, the Lessor and the organization in charge of the management of the
property  are  formally  authorized  to open  the door of the  premises  with no
formality  other  than  notifying  the Lessee of same as soon as  possible.  The
Lessee agrees to give the Lessor the addresses and telephone  numbers of several
persons capable, in principle, of being contacted without delay. It is therefore
only in case of severe damage,  after attempts to call said persons and calls to
a police or fire  department  have been  unsuccessful,  that the  Lessor  may be
forced to enter the  premises  with  witnesses in order to attempt to remedy the
causes of the damage.

ARTICLE 8 / REPAIRS AND WORK ON THE PROPERTY

The  Lessee  shall  accept  the  repairs,  reconstructions,   work  to  heighten
buildings,  and any other work that shall be performed on the  property.  It may
not  request  any  indemnity  or rent  reduction,  regardless  of the  scope and
duration of the work, provided that said duration does not exceed forty days.

The Lessee shall remove, at its expense and without delay, all formwork,  signs,
fittings,  and decorations,  as well as all installations  that it has performed
the  removal of which  shall be useful for the search for and repair of leaks of
any kind, of cracks in pipes and ducts, namely after fire or infiltrations,  for
any renovations, and, in general, for the execution of all work.

<PAGE>
ARTICLE 9 / ALTERATIONS AND IMPROVEMENTS BY THE LESSEE

The Lessee may not perform  any  demolition  work,  construction  work,  nor any
change in  distribution,  partition work,  [or] cutting of openings  without the
prior,  written  consent of the Lessor;  said consent may not be refused without
valid reasons.

If  authorized,  the work must be  performed  by  companies  with the  requisite
professional qualifications,  subject to the prior approval of the Lessor, which
may not withhold approval without valid reasons, and under the monitoring of the
Lessor  or  of  the  Lessor's   project   manager,   whose  fees  shall  be  the
responsibility  of the  Lessee.  The  Lessor  shall not be part of any  contract
between the Lessee and these companies.  In the event that the scope of the work
shall require a prior technical study,  testing, or the approval of a consulting
firm,  namely in order to ensure that said work shall not affect the  durability
of the  property  that the leased  premises are a part of, the fees of said firm
shall be the responsibility of the Lessee.

All decorative work, improvements,  and installations performed by the Lessee in
the leased  premises  shall  remain the property of the Lessor at the end of the
lease without any  compensation.  The Lessor  reserves the right to require that
the  premises  be  returned to their  original  condition  at the expense of the
Lessee.

ARTICLE 10 / FURNISHING AND OBLIGATION TO USE [THE PREMISES]

The Lessee must keep the leased premises in constant use.  Furthermore,  it must
furnish them and fill them with materials,  merchandise, and goods in a quantity
and with a value  sufficient  to at all  times  ensure  payment  of the rent and
incidentals,  as well as  execution  of the  clauses of and  fulfillment  of the
responsibilities arising from this lease.

ARTICLE 11 / INSURANCE

The Lessor shall  directly  guarantee  the pecuniary  consequences  of the civil
liability that it may incur in its capacity as the owner.

The Lessor  shall  insure the entire  complex  for the cost of new  construction
against all risks of fire, explosion, storms, hurricane,  tornado, water damage,
falls of instruments for air navigation, strikes, riots and public disturbances,
attacks,  natural disasters,  with one or more companies with a public record of
solvency  and shall keep said  insurance  in effect  for the entire  term of the
lease.

The Lessee shall insure,  with companies  with a public record of solvency,  for
sufficient sums, fittings and improvements, including immovables by destination,
its  furniture,  its  equipment,  and its  merchandise  against  risks  of fire,
explosion,  lightning,  hurricane,  storms,  attacks,  natural disasters and the
spreading  [thereof],  including riots, water damage,  theft,  broken glass, and
including  damage as a result of theft,  as well as [legal] actions of neighbors
and third parties.

The Lessee shall take out a "civil liability"  policy,  for a sufficient amount,
covering  physical injures and  guaranteeing the pecuniary  consequences of said
liability  that it may incur as a result of physical  injury,  material  damage,
[or] consequential damage caused to third parties.


<PAGE>


The  Lessee  agrees to notify  the  Lessor of any  element  or event  that might
increase  its risks  and  change  the  premium  rate  applicable  to the  leased
premises. In the event that the Lessee's activity affects the insurance terms of
neighboring properties or premises, the Lessee shall pay the additional premiums
pertaining to the parts of said premises or properties.

The Lessee's insurance policies must stipulate that cancellation thereof may not
take effect until two weeks after notification of the Lessor by the insurers.

The  certificates  of the  insurance  policies  taken out by the Lessee  must be
forwarded to the Lessor,  either by the Lessee itself or by its consultant,  and
evidence of payment of the premiums must be provided.

These policies must include a clause under the terms of which the insurers agree
to immediately  notify the Lessor of their suspension for any reason. By express
agreement,  the  indemnities  due to the Lessee by any insurance  company in the
event of damage regardless of the cause,  shall be allocated to the privilege of
the Lessor, this lease constituting, if necessary, a transfer up to the limit of
the sums that might be due to the Lessor.

The Lessee shall be obligated to give the Lessor's  insurers  free access to the
premises in order to allow them to properly assess the risks to be covered.

The Lessee agrees to regularly  check the proper  operation and compliance  with
regulations  of the  installations  and equipment of the leased  premises and in
particular the fire fighting facilities (extinguishers).

ARTICLE 12 / DUTIES AND TAXES

Independent  of  reimbursements  that shall have to be made to the  Lessor,  the
Lessee must pay all duties, contributions, or taxes for which it is responsible,
and it must submit  evidence  [of payment of same] in response to any request on
the part of the Lessor,  particularly  upon  termination of the lease,  one week
prior to vacating  the  premises,  regardless  of the  reason,  and prior to any
removal of goods and merchandise.

Furthermore,  the Lessee must  reimburse  to the Lessor the  property tax on the
developed and undeveloped  property as well as the tax on the offices pertaining
to the leased  premises  that are the object of this lease,  this  reimbursement
being required upon presentation of the notice of assessment by the Lessor.  The
amount to be reimbursed  shall be calculated on a pro rata basis with respect to
the length of  occupation  during the year. If the property tax is eliminated or
replaced by a new tax, the Lessee's  obligation  shall  continue with respect to
this new tax under the same  conditions.  Likewise,  if a new tax on the  leased
offices is levied on the Lessor,  the Lessee shall be obligated to reimburse the
Lessor upon presentation of the notice of assessment.

ARTICLE 13 / COMPLIANCE WITH ADMINISTRATIVE AND OTHER REQUIREMENTS

The Lessee  must  comply with all  administrative  requirements  that govern its
activity,  namely those regarding waste, health, safety, [and] inspection of the
work, such that the Lessor is never bothered or sought out in any manner.


<PAGE>


If any internal regulation  regarding possession or co-ownership of the property
exists or exists in the future,  the Lessee  must  comply with same,  just as it
must comply with any decision duly made by the co-owners meeting.

ARTICLE 14 / CLAIMS OF THIRD PARTIES OR AGAINST THIRD PARTIES

The Lessee shall be responsible,  at its risks, peril, and expense,  without the
Lessor being sought out or bothered,  for any claims made by the other occupants
of the property, the neighbors,  or third parties, namely with respect to noise,
smells, heat or vibrations caused by it or by the equipment that belongs to it.

However,  if the Lessor has to pay any sums whatsoever on account of the Lessee,
the latter shall be obligated to reimburse the Lessor without delay.  The Lessee
shall be  responsible  for any  damages  caused  by the other  occupants  of the
property,  the neighbors,  or third  parties,  and shall file its claim directly
against those  responsible  for these  problems  without the Lessor having to be
sought out.

Article 15 / VISITS TO THE PREMISES

Without  prejudice to the  provisions of Article 7 above,  the Lessee must allow
the Lessor,  its  representatives,  or its architect or project  manager and all
contractors or workers to enter the leased  premises in order to visit,  repair,
or maintain the property.

In the six months prior to the  expiration  of the lease,  the Lessee must allow
the leased  premises  to be visited  every day that is not a holiday,  from 9:00
a.m. to 11: a.m.  and 2:00 p.m. to 5:00 p.m.,  by any person  authorized  by the
Lessor.  During  that same time  period,  it must  allow the  Lessor to put up a
notice or sign indicating the premises are to be leased.

The same right to visit or put up a notice or sign shall  exist at any time that
the leased premises are put up for sale.

ARTICLE 16 / MISCELLANEOUS PROHIBITIONS

                         The Lessee is prohibited from:

-    blocking or occupying  the access  roads or traffic  lanes,  parking  lots,
     corridors and staircases,  [and] in general those parts of the property not
     included in this lease,  and from  removing any object from same or storing
     any object in same.  To this end, any storage  outside the premises that is
     not  expressly  authorized  by the  Lessor  shall be  subject to a penalty,
     adjustable as the rent, of FF 1,500 before taxes per violation noted by the
     Association  or the Lessor.  Said penalty  shall be payable  after a formal
     notice remains without effect 48 hours after receipt;

-    exhibiting any object outside of windows,  doors, or exterior walls without
     the Lessor's approval;

-    putting up a plaque or sign  without  the prior  approval  of the Lessor or
     putting up a previously  approved plaque or sign in a place that is not the
     place indicated by the Lessor, and subject to strict, consistent compliance
     with any regulation relating thereto that is in effect;


<PAGE>


-    directly or indirectly  adversely  affecting the safety of the occupants or
     of third  parties,  as well as the exterior or interior  appearance  of the
     property;

-    using slow combustion equipment or equipment that produces harmful gases;

-    making the floors  support an overload  exceeding  250 kg per square  meter
     with  respect  to the upper  stories  and 5,000 kg per  square  meter  with
     respect to the ground floor. Otherwise,  the Lessee shall be liable for any
     problem, damage, or accident resulting therefrom;

-    stocking  or storing  explosive  or toxic  products  on its  premises or in
     common areas;

-    piercing, scoring, or overloading the walls and partitions,  affixing loads
     thereto,  using them as supports for heavy items, without the express prior
     written authorization of the Lessor.

ARTICLE 17 / METHODS OF ACCESS TO THE LEASED PREMISES

Parking  vehicles in traffic areas is  prohibited  except for the period of time
required  for loading and  unloading,  subject to  compliance  with the internal
regulation on possession or co-ownership of the property.

ARTICLE 18 / SECURITY

The  Lessee  shall be  responsible  for  security  and  surveillance  of its own
premises.  The  Lessor  may not in any case or under any  circumstances  be held
liable  for  thefts or  embezzlement  that the  Lessee may be a victim of at its
leased premises, even if a collective security system is installed.

An individual audio,  visual, or combined warning system may be installed by the
Lessee only if it complies in every respect with the  regulations  in effect and
with the express authorization of the competent authorities,  authorization that
must be provided to the Lessor.

ARTICLE 19 / DESTRUCTION OF THE LEASED PREMISES

If the leased  premises are totally  destroyed by an event that is not under the
control of the  Lessor,  this lease  shall be  canceled  ipso jure  without  any
compensation.

ARTICLE 20 / INTERRUPTION OF GROUP SERVICES

The Lessor may not be held  responsible for  irregularities  or interruptions of
water,  gas, [or]  electricity  service or any similar group service outside the
property.  The Lessor is not  obligated  to notify  the Lessee of  interruptions
unless it has itself been warned.


<PAGE>


ARTICLE 21 / RESTITUTION OF THE PREMISES

The Lessee must, no later than the day of the  expiration  of the lease,  return
the  leased  premises  in a good state of  tenant's  repairs  and of  up-to-date
maintenance,  which  shall be  confirmed  via an  inventory  of  fixtures in the
presence of the Lessee and Lessor,  after which the Lessee shall return the keys
to the Lessor. This inventory of fixtures, the date of which shall be determined
by mutual agreement of the parties,  shall include,  if applicable,  the list of
repairs to be performed for the restoration.  Notwithstanding  the return of the
keys,  the lease shall  remain in effect  until the  expiration  date,  the rent
remaining due until that date.  Failing that, the inventory of fixtures shall be
drawn up on the day of the  expiration  of the lease.  The amount of the repairs
shall be drawn up by the Lessor or its representative, and paid by the Lessee to
the Lessor within 10 days after the Lessee has been notified of the amount.

At the Lessor's  request,  the Lessee must immediately,  at its expense,  remove
signs that it put up or the signs of its predecessor that it agreed to keep.

ARTICLE 22 / ALLOWANCE

An allowance  with respect to the  application  of the clauses and conditions of
this  lease  shall  never,  regardless  of the  duration  or  frequency  of said
allowance,  be considered to be an amendment or elimination  of certain  clauses
and conditions.

ARTICLE 22 bis / SUBLETTING

Subletting in whole or in part shall be allowed, provided that a written request
has been  submitted to the Lessor.  Subletting is permitted  only with the prior
written consent of the Lessor.

Contrary to the above, the Lessee,  as long as it shall be the primary lessee of
the leased  premises,  may occupy or sublet the leased  premises  in whole or in
part to any company that belongs to the same  financial  group as the Lessee and
carries out activities similar to those of the Lessee or that are not capable of
adversely  affecting the marketability or durability of the leased premises.  It
is specified  that the leased  premises are  indivisible,  the  beneficiary of a
partial  sublease of the leased premises  having no direct rights  vis-a-vis the
Lessor.

Article 23 / TRANSFER

                         The Lessee is prohibited from:

-    transferring  possession of the leased  premises to anyone,  in any manner,
     directly  or  indirectly,  even  temporarily  and free of charge and [with]
     precarious title;

-    transferring its rights to this lease, directly or indirectly,  in any form
     or manner whatsoever.


<PAGE>


However,  the  Lessee  may  transfer  its  rights to this  lease in whole to the
purchaser of its business or to another  company within its financial group that
carries  out similar  activities  that are not  capable of  adversely  affecting
either the marketability or durability of the leased premises. In this case, the
Lessor  must be  invited  to be  present  at the  transfer  and not at a  simple
reiteration of the transfer of the lease and a copy of the deed of transfer must
be submitted to it to serve it as a title with respect to the transferee.

In all cases,  in the event of transfer,  the Lessee  shall  remain  jointly and
severally liable with its transferee and all successive  transferees for payment
of rent and  charges  due or that shall fall due,  and more  generally,  for the
execution of the conditions of this lease.

No contribution or transfer may take place if any rent and charges,  duties,  or
taxes are owed by the Lessee, which must, prior to any contribution or transfer,
provide  evidence  of  payment  in full of all  duties and taxes that it owes by
virtue of its operation.

ARTICLE 24 / CHARGES, SERVICES, AND TAXES

Without  prejudice  to the  provisions  of  Article 12 above,  the Lessee  shall
reimburse the Lessor its share of charges,  services, and taxes,  including,  in
particular:

     -    Cleaning of the common areas of the property;

     -    Grounds maintenance;

     -    Lighting of common areas: inside areas of the property, parking areas,
          access roads, and traffic lanes;

     -    Consumption of cold water for the common areas;

     -    Municipal and local taxes;

     -    Maintenance of the air conditioning;

     -    Parc des Nations security.

These  reimbursements  shall be made to the Lessor at the same time as each rent
period, via installments, the account being balanced once a year.

The installments for the first year of implementation of this lease are fixed at
13% of each rent payment.

They shall be increased in the same percentage as the rent.

The  Lessee's  consumption  of cold water  shall be  invoiced  as  invoices  are
received from the  concessionaire,  on a pro rata basis of the divisional  meter
readings.

The insurance  premiums due by the Lessor to cover the property for the risks of
the owner  shall be  reimbursed  by the Lessee  upon  submission  of the premium
notice.

If there is  centralized  collection  of waste and refuse for all or some of the
lessees of the  complex,  the cost of same shall be passed on to the Lessee.  In
the event there are common  containers,  the  distribution  of the cost shall be
calculated on a pro rata basis based on the amount of area occupied.


<PAGE>


ARTICLE 25 / RENT

This lease is granted and  accepted  for an annual rent of FF  1,030,400  before
taxes and service charges, i.e., a quarterly rent of FF 257,600 before taxes and
service charges.

The payments  must be made  quarterly to the domicile of the Lessor or any other
place indicated by it, on the first [day] of each quarter. The method of payment
shall be automatic transfer. The Lessee shall also pay the VAT.

ARTICLE 26 / INDEXATION OF THE RENT

The rent for the premises  designated  above is allocated  from a sliding  scale
clause and proportionally to the construction cost index published  quarterly by
INSEE [National Institute of Economic and Statistical Information].

This sliding  scale clause shall not exclude each of the parties from being able
to request  the  adjustment  of the rent under the terms of Articles 27 or 28 of
the Decree of September 30, 1953.  In this event,  the legal,  conventional,  or
judicial  adjustment shall temporarily  replace the sliding scale clause and the
latter shall  continue for  subsequent  years,  the variations of the index then
playing a role regarding the amount of the rent fixed,  either  informally or by
judicial decision or in application of the legal adjustment.

The adjustment of the rent shall take place ipso jure and without any formality:

     -    for the first time, on January 1, 2002, as a function of the variation
          between  the base index and the last  known  INSEE  construction  cost
          index;

     -    then  annually,  on  January  1st of each year,  as a function  of the
          variation of the index considered.

The base index used to establish the initial rent  stipulated  above is that for
the first quarter of 2000, which is 1,083.

In the event of cessation of publication or of disappearance of the index chosen
prior to  expiration  of the  lease,  and if a new index has been  published  to
replace the one  currently in effect,  the rent shall be ipso jure adjusted as a
function of the  variations of this new index.  The switch from the old index to
the new index shall be made using the necessary link factor. If the index chosen
cannot be applied  and if no other  replacement  index has been  published,  the
parties agree:

     -    to replace it with a similar index chosen by them;

     -    in the  absence  of an  agreement  between  the  parties,  to choose a
          replacement  index  determined by an expert  designated by the parties
          or, in the absence of an agreement  between the parties  regarding the
          name of this expert, designated by order of the President of the MEAUX
          Departmental Court ruling at the request of the most diligent party.

In all cases, the expert shall have all powers of mutual  representative  of the
parties and his decision shall be final and without recourse.

While awaiting the expert's decision,  the Lessee may not delay payment and must
pay, as an installment, upon submission of the receipt, a sum equal to that paid
previously,  the  adjustment  being  retroactive  to the  effective  date of the
adjustment.


<PAGE>


ARTICLE 27 / SECURITY DEPOSIT

The  Lessor  acknowledges  that it has  received  from the  Lessee the sum of FF
257,600  before taxes (two  hundred  fifty-seven  thousand  six hundred  francs)
corresponding  to a  quarter's  rent to  guarantee  payment of the rent,  proper
execution of the clauses and  conditions  of this lease,  repairs,  and sums due
from the  Lessee for  [costs  for]  which the  Lessor  may be held  responsible.
Overpayments and underpayments  shall be returned or paid after  verification of
said repairs, vacation [of the premises],  return of the keys, and production by
the Lessee of evidence of payment of all of its contributions, taxes or fees. It
shall  be kept by the  Lessor  as  primary  damages  and  interest  and  without
prejudice to any others in the event of  cancellation  of this lease as a result
of failure on the part of the Lessee to meet any of its obligations.

This security deposit shall not bear interest in favor of the Lessee.

Upon each rent adjustment, this security deposit shall be decreased or increased
in such a way that it always corresponds to three months' rent before taxes.

ARTICLE 28 / CANCELLATION CLAUSE

In default of  payment  in whole or in part of a single  rent  period on the due
date thereof,  or of reimbursement of expenses,  charges, or services incidental
thereto,  or of  execution  of any of the  conditions  of this  lease  that  are
mandatory,  and one month after a simple order to pay or a summons  containing a
declaration  by the Lessor of its intent to invoke this clause  remains  without
effect,  this  lease  shall be  canceled  ipso jure if deemed  necessary  by the
Lessor, without the need to take any legal action.

If the Lessee  refuses to vacate the premises,  it may be evicted  without delay
via a simple urgent ipso jure enforceable  order handed down by the President of
the MEAUX Departmental Court.

Without  prejudice to the  provisions  of the above  paragraph,  it is expressly
agreed by the parties and the Lessee  accepts  without  exception or reservation
that:

     -    in the event of total or partial nonpayment of the rent and/or charges
          under the terms  agreed upon,  the unpaid sums shall bear  interest at
          the bank base rate plus four  points for the  current  period from the
          due date to the date of actual payment,  whether or not the Lessor has
          delivered a formal notice;

     -    in the event of total or partial nonpayment of the rent and/or charges
          under  the  terms  agreed  upon,   the  Lessee  must  pay  the  Lessor
          intervention  charges on unpaid amounts,  i.e., 5% before taxes of the
          unpaid  amounts,  with a  minimum  of FF 500 per  monthly  installment
          wholly or partially unpaid;

     -    if the Lessor is deprived of any right of occupation,  does not remove
          from the  premises  all of the  occupants,  its  manager,  and/or  all
          furniture and goods, resists any eviction order, [or] obtains by legal
          means delays for its departure,  it must pay for each day of delay, in
          addition to the other charges, an irreducible  conventional  indemnity
          equal to twice the daily rent, until
<PAGE>
          complete  removal and return of keys, said indemnity being intended to
          compensate  the Lessor for the damage caused by the  occupation of the
          premises;

     -    in all cases, the Lessee must reimburse to the Lessor,  upon the first
          request,  all expenses,  duties, and fees incurred for any proceedings
          against the Lessee, its assignees,  occupants, and its manager for the
          recovery of any rents, charges,  indemnities,  the execution of any of
          the clauses of this lease and eviction,  particularly the expenses and
          fees  of  attorneys,  process  servers,  lawyers,  [and]  auctioneers,
          without  prejudice to the provisions of Article 700 of the New Code of
          Civil Procedure.

ARTICLE 29 / EXPENSES

No expenses.

ARTICLE 30 / FISCAL OPTION

The parties opt to make this lease  subject to the VAT, the latter being paid as
payments are received.

ARTICLE 31 / GUARANTEE

The Lessee furnishes a bank guarantee from a French bank,  attached  hereto,  as
security  for the terms of this  lease.  This  guarantee  must always be able to
cover nine months of rent and charges.  The Lessor shall participate in the cost
of this guarantee equal to 0.50% of the amount guaranteed.

ARTICLe 32 / ELECTION OF DOMICILE

For the execution of this lease and extensions  thereof,  including the delivery
of all instruments, the Lessor elects the leased premise as its domicile.

                                                  Done in three copies,
                                                  one for each party
                                                  and one for recording

                                                  In Paris
                                                  On 10/19/2000
    [Initials]

                                                  [Signature]

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                                                       BIOSPHERE MEDICAL
                                            Z.I. - Rue de la Briqueterie - BP 28
                                                    95380 LOUVRES FRANCE
                                                  Tel. 33 (0)1 34 47 35 50
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