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                                                                   Exhibit 10.27

                                THE HANKIN GROUP
                             707 Eagleview Boulevard
                      Post Office Box 562, Exton, PA 19341

                                      Lease

         LEASE MADE THIS 18th day of June, 2001 between _707 Eagleview Boulevard
         Associates, a Pennsylvania Partnership ("Landlord"), with its office at
         707 Eagleview Boulevard, P.O. Box 562, Exton, PA 19341.

                                       AND

         ANTARES PHARMA, INC. ("Tenant"),

         with its office at 186 Valley Road, West Chester, PA. 19382.
                            -----------------------------------------


1. Leased                  Landlord hereby rents to Tenant all that certain
   Space          space ("Leased Space") in 707 Eagleview Boulevard within
                  the center ("Center") known as Eagleview Corporate Center,
                  Route 100, Exton, Uwchlan Township, Chester County,
                  Pennsylvania, Suite 414, as more fully shown on the plan
                  attached hereto as Exhibit "A", consisting of 3,040 rentable
                  square feet, more or less. The Leased Space includes all
                  fixtures, improvements, additions and other property installed
                  therein at the Commencement Date, or at any time during the
                  term of this Lease (other than Tenant's movable personal
                  property and trade fixtures), together with the right to use,
                  in common with others, the lobbies, entrances, stairs, parking
                  lot, elevators and other public portions of the building in
                  which the Leased Space is located (the "Building").

                  The Leased Space shall be used and occupied as an office_____
                  ____________________________________and for no other purpose.

2. Term                    The term of this Lease and Tenant's obligation to pay
                  rent hereunder shall commence upon the earlier of:

                           (i) the 21st day following the date of Landlord's
                           notice to Tenant that the Leased Space is ready for
                           occupancy, as evidenced by issuance of a certificate
                           of occupancy or its equivalent; _______

                           (ii) the date when Tenant shall take possession of
                           the Leased Space ("Commencement Date").

                           The Leased Space shall be deemed ready for occupancy
                  when Landlord has substantially completed the work described
                  in Exhibit "B" attached hereto and the approved "Tenant's
                  Drawings" (if any; as hereinafter defined). "Substantial
                  Completion" shall mean such completion as shall enable Tenant
                  to reasonably and conveniently use and occupy the Leased Space
                  for the conduct of its business. Substantial Completion shall
                  be deemed to have been achieved even though minor or
                  insubstantial details of construction, mechanical adjustment
                  or decoration remain to be performed, the non-completion of
                  which does not materially interfere with Tenant's use of the
                  Leased Space or the conduct of its business therein. All work
                  being performed by Landlord, or Landlord's contractor, must be
                  complete in order for Substantial Completion to have been
                  deemed to have occurred. The term ("Term") of this Lease shall
                  end 3 years after the Commencement Date; provided, however,
                  that if the Commencement Date is not the first day of the
                  calendar month, the initial Lease Term shall extend to the
                  last day of the calendar month 3 years after the first
                  calendar month following the Commencement Date.

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3. Rent           (a)      Definitions

                           (i) "Tenant's Proportionate Share" shall mean; (1)
                  with respect to Real Estate Taxes, insurance premiums, common
                  area janitorial costs, common area electrical costs, common
                  area natural gas costs, window washing, extermination service,
                  grounds maintenance, snow plowing, alarm monitoring (and
                  related telephone charges), plant care, and park common area
                  charges (allocable to the Building), 3.65 %, being the ratio
                  of Tenant's rentable area (3,040 square feet) to the total
                  amount of rentable area (83,320 square feet) available in the
                  Building, whether occupied or not, and (2) with respect to
                  janitorial costs for occupied usable areas, supplies, trash
                  disposal, water and sewer charges, maintenance and management
                  fees, the ratio, expressed as a percentage, of Tenant's
                  rentable area (3,040 square feet) to the weighted average
                  number of rentable square feet occupied by all tenants during
                  the applicable year.

                           (ii) "Real Estate Taxes" shall mean all taxes and
                  assessments levied, assessed or imposed at any time by any
                  governmental authority upon or against the Building and the
                  land upon which the Building is situate, and also any tax or
                  assessment levied, assessed or imposed at any time by any
                  governmental authority in connection with the receipt of
                  income or rents from said Building or land to the extent that
                  the same shall be in lieu of (and/or in lieu of an increase
                  in) all or a portion of any of the aforesaid taxes or
                  assessments upon or against the said Building and/or land.
                  Real Estate Taxes shall not include any penalty or interest
                  that may be imposed for the late payment of any such tax or
                  assessment. In the event the Building is not the only building
                  on the tax parcel for which the assessment is made, Real
                  Estate Taxes shall mean the Building's proportionate share of
                  total Real Estate Taxes for the tax parcel, based on the
                  relative rentable square footage of all buildings in such tax
                  parcel.

                           (iii)"Operating Expenses" shall mean that part of any
                  and all expenses reasonably incurred by Landlord in connection
                  with its ownership, maintenance and operation of the Building,
                  the land upon which the Building is situate, excluding Real
                  Estate Taxes and interest or amortization payments on any
                  mortgage, but including, without limitation, electricity
                  (other than as billed directly to tenants based on usage),
                  insurance maintained on the Building which, in Landlord's
                  judgment, shall be necessary, all direct and indirect labor
                  costs, management fees, legal and advertising expense, service
                  contracts and supplies used in connection with the cleaning,
                  operating, labor and maintenance of the Building, all repairs
                  and decorating required to be performed by Landlord as
                  provided for in this Lease (other than "Landlord's Work" as
                  defined herein), common area maintenance and snow removal,
                  building supplies, equipment, purchases and maintenance, all
                  charges for the entire Building (including leaseable portions
                  as well as nonleaseable portions) for electricity, steam, oil,
                  gas (or other fuel) and water (including sewer rentals and
                  including any taxes on such utilities) (unless such
                  electricity, steam, oil, gas, fuel and/or water is billed
                  directly to tenants based on usage), removal of trash,
                  rubbish, garbage and refuse, the cost of operating or leasing
                  an identification sign or signs for the Building, replacing of
                  paving, curbs, walkways, directions or other signs, drainage,
                  maintenance of fire sprinkling systems (if any), and such
                  other expenses as Landlord may deem necessary and proper in
                  connection with the operation and maintenance of the Building,
                  excluding any costs which under generally accepted accounting
                  principles are capital expenditures; provided, however; that
                  Operating Expenses shall also include the annual amortization
                  (over the anticipated useful life) of a capital improvement
                  falling within any of the following categories; (i) a labor
                  saving device or improvement which is intended to reduce or
                  eliminate any other component of Operating Expenses; (ii) an
                  installation or improvement required by reason of any law,
                  ordinance or regulation, which requirement did not exist on
                  the date of this Lease and is generally applicable to similar
                  office buildings; (iii) an installation or improvement which
                  directly enhance safety of tenants in the Building or Center
                  generally.

                  (b) Tenant shall pay Landlord the minimum annual rent("Minimum
                  Annual Rent") as listed below on the first day of each
                  calendar month in advance, the first full monthly installment
                  to be paid at the signing of this Lease. If the Commencement
                  Date is not the first day of a calendar month, rent from the
                  Commencement Date to the first day of the following month
                  shall be apportioned at the Minimum Annual Rent rate for the
                  initial year (based on a 365-day year) and shall be paid, in
                  addition to the first full monthly installment, on or before
                  the Commencement Date. All rent shall be payable, in advance,
                  and without prior notice or demand, at the address of Landlord
                  set forth in the heading of this Lease or such other place, or
                  to such other person as Landlord may from time to time direct.

                  Year(s)   Minimum Annual Rent     Monthly Installment
                  -------   -------------------     -------------------

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                  1 & 2     $57,000.00                       $4,750.00
                  3         $60,040.00                       $5,003.33

                  (c) In addition, Tenant shall pay to Landlord as Additional
                  Rent in equal monthly installments one twelfth (1/12) of
                  Tenant's Proportionate Share of annual Real Estate Taxes and
                  Operating Expenses for the Building, at the time of payment of
                  each monthly installment of Minimum Annual Rent, based upon
                  the most recent costs of Operating Expenses and Real Estate
                  Taxes available. For the period from the Commencement Date
                  until the issuance of a statement pursuant to subparagraph
                  3(d) below, such monthly installment shall be equal to $ 5.25
                  multiplied by 3,040 square feet, being the Tenant's rentable
                  area, divided by 12.

                  (d) Within ninety (90) days of the expiration of each calendar
                  year Landlord shall furnish Tenant with a written statement of
                  the actual Operating Expenses and Real Estate Taxes incurred
                  for such year. Within ten (10) days of the rendition of such
                  statement, Tenant shall pay any amounts in excess of those
                  collected pursuant to the payments on account of Real Estate
                  Taxes and Operating Expenses pursuant to paragraph 3(c)
                  exclusive of electricity and natural gas billed separately
                  pursuant to Paragraph 4(c) below hereof. In the event the
                  first and/or last years of the term of this Lease shall not be
                  full calendar years, then Tenant's obligation for Operating
                  Expenses and Real Estate Taxes attributable to such years
                  shall be prorated. Upon request by Tenant issued within sixty
                  (60) days following Landlord's issuance of the statement for
                  Real Estate Taxes and Operating Expenses for the preceding
                  calendar year, Landlord shall make available for review by
                  Tenant at Landlord's office during normal business hours,
                  invoices and documentation of the items included in Real
                  Estate Taxes and Operating Expenses. In the event Tenant's
                  payments on account of Real Estate Taxes and Operating
                  Expenses for any year exceed Tenant's Proportionate Share of
                  such amounts actually owed by Tenant, Landlord shall promptly
                  refund the overpayment, or credit such overpayment to
                  installments of rent thereafter coming due, as Landlord shall
                  elect.

4. Additional     Tenant shall pay to Landlord as "Additional Rent" (in
   Rent           addition to sums payable)
                  a) Expenses Incurred by Landlord as a Result of Tenant's
                  Default. All sums which may become due by reason of Tenant's
                  failure to comply with any of the terms, conditions and
                  covenants of this Lease to be kept and observed by Tenant, and
                  any and all damages, costs and expenses (including without
                  limitation thereto reasonable attorney's fees) which Landlord
                  may suffer or incur by reason of any default of Tenant and any
                  damage to the Building or the real estate of which the
                  Building is a part caused by any act or omission of Tenant,
                  together with interest to the date of payment (whether before
                  or after entry of judgment and issuance of execution thereon)
                  at a rate equal to the greater of eighteen (18%) percent or
                  five (5%) percent above the prime interest rate (or similar
                  rate if the prime interest rate is no longer published) of
                  First Union or its successor, in effect during the period said
                  payment is due ("Default Rate")
                  (b) Use and Occupancy Taxes. All use and occupancy taxes
                  imposed by any governmental body allocable to the Leased
                  Space.
                  (c) Utilities. All charges for heat, gas, water, electric or
                  sewage disposal for the Leased Space, whether billed directly
                  by the providers of the same to Tenant, or by Landlord as the
                  owner of the Building, except to the extent otherwise billed
                  to and paid by Tenant as part of Operating Expenses. Landlord
                  shall have the right to break out and separately bill
                  electricity as a separate item of Operating Expenses on a
                  monthly basis, and in such event, the payment made by Tenant
                  pursuant to the second sentence of Section 3(c) shall not be
                  applied to electricity charges separately billed.

5. Negative       Tenant will not:
   Covenants      (a) damage the Leased Space or any other part of the Building;
   of Tenant      (b) bring into or permit to be kept in the Leased Space any
                  dangerous, explosive, or obnoxious substances;
                  (c) have property of substantial size or quantity delivered to
                  or removed from the Leased Space without first making
                  arrangements satisfactory to Landlord;
                  (d) bring into the Leased Space or use any furniture or
                  equipment that might be harmful thereto or harmful or annoying
                  to others in the Building;
                  (e) conduct itself or permit its agents, servants, employees
                  or invitees to conduct themselves in a manner that in
                  Landlord's judgment reasonably exercised is improper or
                  unsafe;
                  (f) manufacture any commodity or prepare or dispense any food
                  or beverages in the Leased Space, except for consumption in
                  Leased Space by Tenant, its employees or invitees; or

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                  (g) do or suffer to be done, any act, matter or thing
                  objectionable to the fire insurance companies or Board of
                  Underwriters whereby the fire insurance or any other insurance
                  now in force or hereafter to be placed on the Leased Space or
                  the Building or Center shall become void or suspended, or
                  whereby the same shall be rated as a more hazardous risk than
                  at the Commencement Date. Tenant agrees to pay to Landlord as
                  Additional Rent, any and all increase in premiums for
                  insurance carried by Landlord on the Leased Space, or on the
                  Building, caused in any way by the particular use of the
                  Leased Space by Tenant (as opposed to normal professional
                  business office use).

6. Late                    If any payment required by Tenant under any of the
   Payment        terms hereof shall not be paid on the date it is due, Tenant
                  shall, upon demand, pay a late charge to Landlord equal to the
                  greater of (a) Fifty ($50.00) Dollars or (b) $.06 for each
                  dollar so due and such late charge shall be deemed Additional
                  Rent for purposes of this Lease. Notwithstanding the
                  foregoing, no such late charge shall apply until the
                  expiration of five (5) days following written notice from
                  Landlord to Tenant of a delinquent payment, except that such
                  notice and grace period shall not apply in any calendar year
                  after Landlord has issued two (2) such notices to Tenant, or
                  at any time after Landlord has issued a total of four (4) such
                  notices to Tenant.

7. Construction            Landlord shall, without cost to Tenant, complete that
   of Leased      portion of the construction and other items of work in the
   Space          Leased Space described as "Landlord's Work" (as hereinafter
                  defined) in Exhibit "B" attached hereto.
                  Tenant shall, without cost to Landlord, furnish the drawings
                  and specifications as Landlord may require to complete the
                  specialized Tenant upgrades included as part of Landlord's
                  Work ("Tenant's Drawings") and as may be described in Exhibit
                  "C" attached hereto. If, at Tenant's request, Landlord
                  performs any items of work or furnishes any materials which it
                  is not required to perform or furnish hereunder, Tenant shall
                  pay Landlord for such additional work and materials, at such
                  reasonable rates as Landlord may charge. If Tenant's Drawings
                  have not been attached hereto upon execution hereof, Tenant
                  shall pay Landlord 1/360th of Minimum Annual Rent and
                  Additional Rent payable hereunder for each day of delay in
                  delivering Tenant Drawings beyond five (5) business days form
                  the date hereof. Such Tenant Drawings when completed shall be
                  initialed for identification by Landlord and Tenant and become
                  part of this Lease when so initialed.
                           Landlord's Work (and any repairs performed by
                  Landlord under this Lease) shall be completed in a good and
                  workmanlike manner and in compliance with applicable federal,
                  state and local laws, ordinances, and regulations imposed by
                  governmental authorities having jurisdiction.
                           Within thirty (30) days after the Commencement Date,
                  Tenant shall give Landlord a written list (the "Final Punch
                  List") of all contended defects, if any, in Landlord's
                  construction work and of all contended variances in Landlord's
                  Work from the requirements hereof, with the exception of
                  defects not discoverable by Tenant following a reasonable
                  inspection, but for which Tenant provides Landlord written
                  notice within ten (10) days following discovery of such
                  defects ("Latent Defects"). Any and all such defects and
                  variances not set forth in the Final Punch List and which are
                  not Latent Defects shall be conclusively deemed to be waived
                  by Tenant. Landlord shall correct all items on the Final Punch
                  List Latent Defects that constitute valid defects or variances
                  within sixty (60) days after Landlord's receipt of the Final
                  Punch List or notice of Latent Defects, as applicable, unless
                  the nature of the defect or variance is such that a longer
                  period of time is required to repair or correct the same, in
                  which case Landlord shall exercise due diligence in correcting
                  such defect or variance at the earliest possible date and with
                  a minimum of interference with the operation of Tenant. Any
                  disagreement that may arise between Landlord and Tenant with
                  respect to whether an item on the Final Punch List or a Latent
                  Defect constitutes a valid defect or variance shall be
                  conclusively resolved by the decision of Landlord's architect.
                  By occupying the Leased Space as a Tenant, or by installing
                  fixtures, facilities or equipment or by performing finishing
                  work, Tenant shall be conclusively deemed to have accepted the
                  same and to have acknowledged that the Leased Space is in the
                  condition required by this Lease, except as to any defects or
                  variances set forth in the Final Punch List and Latent
                  Defects.

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                           In the event Landlord fails to substantially complete
                  the Landlord's Work within twelve (12) weeks following the
                  date of execution of this Lease, as such period may be
                  extended by reason of delays of a type described in Section
                  26, or in the event Landlord fails to substantially complete
                  Landlord's Work within eighteen (18) weeks following the date
                  of execution of this Lease, without regard to such delays,
                  Tenant may terminate this Lease upon written notice to
                  Landlord delivered within five (5) days following the
                  expiration of such period, as Tenant's sole remedy for such
                  delay, and neither Landlord nor Tenant shall have any further
                  liability or obligation to the other hereunder.

8. Tenant's                Tenant shall make no alteration, additions or
   Alterations    improvement ("Tenant Improvements") to the Leased Space
                  without the consent of the Landlord. If Landlord consents to
                  such Tenant Improvements it may impose such conditions with
                  respect thereto as Landlord deems appropriate, including,
                  without limitation, requiring Tenant to furnish Landlord with
                  security for the payment of all cost to be incurred in
                  connection with such work, insurance, and copies of the plans,
                  specifications and permits necessary for such work. Tenant
                  Improvements shall be done at Tenant's expense by employees of
                  or contractors hired by Landlord, except to the extent that
                  Landlord gives prior written consent to the Tenant to hire its
                  own contractors. Tenant shall promptly pay to Landlord, or to
                  Tenant's contractors, as the case may be, the cost of all such
                  work, and shall pay to Landlord in addition thereto fifteen
                  percent (15%) of the cost of such work to reimburse Landlord
                  for all overhead, general conditions, fees and other expenses
                  arising from Landlord's involvement with such work. All Tenant
                  Improvements shall be done in a first class, workmanlike
                  manner and shall be performed in a fashion which shall comply
                  with all insurance requirements and all applicable laws,
                  ordinances, rules and regulations of governmental authorities
                  having jurisdiction thereover, and if performed by Tenant's
                  contractors hired with Landlord's consent, with all reasonable
                  requirements of Landlord imposed as a condition of such
                  consent.
                           All Tenant Improvements shall become a part of the
                  Leased Space when made and shall remain upon and be
                  surrendered with the Leased Space at the end of the term,
                  provided, however, if prior to the installation of a Tenant
                  Improvement, Landlord so directs by written notice to Tenant,
                  that upon termination of this Lease, Tenant shall promptly
                  remove said Tenant Improvement which was so designated by
                  Landlord in said written notice to Tenant. Tenant shall repair
                  any damage occasioned by such removal, and, in default
                  thereof, Landlord may effect said removal and repairs at
                  Tenant's expense. Any property left in the Leased Space by the
                  Tenant shall be deemed to have been abandoned; Landlord may
                  dispose of such property at Tenant's expense and without
                  notice to Tenant.

9. Mechanic's              Prior to Tenant performing any construction or other
   Liens          work on or about the Leased Space for which a lien could be
                  filed against the Leased Space or the Building, Tenant shall
                  enter into a written waiver of liens agreement with the
                  contractor who is to perform such work, and such written
                  agreement shall be filed, in accordance with the Mechanics'
                  Lien Law of the state where the Building is located prior to
                  the commencement of such work. Notwithstanding the foregoing,
                  if any mechanics' or other lien shall be filed against the
                  Leased Space or the Building purporting to be for labor or
                  material furnished or to be furnished at the request of the
                  Tenant (other than Landlord's Work), then Landlord shall
                  notify Tenant of such lien and Tenant shall have thirty (30)
                  days to contest (with Landlord's reasonable cooperation) the
                  validity of such lien. If Tenant is unsuccessful in contesting
                  the validity of such lien within said thirty (30) day period
                  then Tenant shall at its expense cause such lien to be
                  discharged of record by payment, bond or otherwise, within
                  forty (40) days after the filing thereof.
                  If Tenant shall fail to cause such lien to be discharged by
                  payment, bond or otherwise within such period, Landlord may
                  cause such lien to be discharged by payment, bond or
                  otherwise, without investigation as to the validity thereof or
                  as to any offsets or defenses thereto, and Tenant shall, upon
                  demand, reimburse Landlord for all amounts paid and cost
                  incurred, including attorneys' fees, in having such lien
                  discharged of record.

10. Condition of           Tenant acknowledges and agrees that, except as
    Leased Space  expressly set forth in this Lease, there have been no
                  representations or warranties made by or on behalf of Landlord
                  with respect to the Leased Space or the Building or with
                  respect to the suitability of either for the conduct of
                  Tenant's business. The taking possession of the Leased Space
                  by Tenant shall conclusively establish that the Leased Space
                  and the Building were at such time in satisfactory condition,
                  order and repair as required by Paragraph 2 hereof, subject to
                  the provisions respecting the Final Punch List in Paragraph 7
                  hereof.

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11. Building               Landlord shall provide, during normal business hours,
    Services      five (5) days a week, all heat, light, electricity, air
                  conditioning, restroom facilities and janitorial services, all
                  as are commercially reasonable. It is understood that this is
                  a "triple net" lease, with rent paid to Landlord intended to
                  be net of taxes, repairs, insurance and operating expenses.
                  Notwithstanding the foregoing, Tenant shall have access to the
                  Leased Space on a 24 hours per day, 7 days per week basis and
                  Landlord shall provide heat, light, electricity, air
                  conditioning and restroom facilities during those hours,
                  provided, however, that Landlord shall not be obligated to
                  provide maintenance services, including without limitation,
                  janitorial, repairs, and snow removal other than during normal
                  business hours.
                           Landlord shall not be liable in damages or otherwise
                  for temporary delay or failure in furnishing any services or
                  facilities to be provided by Landlord under this lease or any
                  other agreement between Tenant and Landlord (or its agents) or
                  implied by law. In no event shall such delay or failure
                  regardless of cause, constitute an eviction, disturbance of
                  Tenant's use and possession of the Leased Space, render
                  Landlord liable to Tenant, authorize abatement of rent,
                  relieve Tenant from performance of its obligations under this
                  Lease, or result in termination of this Lease.

12. Assignment             Tenant shall not, without the prior written consent
    and           of Landlord, assign or mortgage this Lease or any interest
    Subletting    therein or sublet the Leased Space or any part thereof. For
                  the purpose of this paragraph, the sale or assignment of a
                  controlling interest in the Tenant corporation or a majority
                  interest in the Tenant partnership as the case may be shall be
                  deemed an assignment, but the assignment to a parent or
                  wholly-owned subsidiary of the Tenant shall be permitted,
                  provided that such assignee assumes the obligations of Tenant
                  and that such assignment shall not relieve Tenant of its
                  obligations hereunder. As to any other assignment, Landlord
                  agrees that it shall not unreasonably withhold its consent,
                  provided that business of Tenant's assignee or subtenant is no
                  more hazardous than that of Tenant, it being understood that
                  it shall not be unreasonable for Landlord to require, as a
                  condition of such consent:
                  (a) That any money or other economic consideration received by
                  Tenant as a result of such subletting or assignment, whether
                  denominated as rent under the sublease or otherwise, which
                  exceeds, in the aggregate, the total sums which Tenant is
                  obligated to pay Landlord under this Lease (prorated to
                  reflect obligations allocable to that portion of the Leased
                  Space subject to the sublease or assignment) shall be payable
                  to Landlord as Additional Rent under this Lease without
                  affecting or reducing any other obligation of Tenant
                  hereunder; and
                  (b) That Landlord shall not be obligated to consent at any
                  time when there exists comparable space available for lease in
                  the Center; and
                  (c) Regardless of Landlord's consent, no subletting or
                  assignment shall release Tenant of Tenant's obligation or
                  alter the primary liability of Tenant to pay the rental and to
                  perform all other obligations to be performed by Tenant
                  hereunder. The acceptance of rental by Landlord from any other
                  person shall not be deemed to be a waiver by Landlord of any
                  provision hereof. Consent to one assignment or subletting
                  shall not be deemed consent to any subsequent assignment or
                  subletting. In the event of default by any assignee of Tenant
                  or any successor of Tenant in the performance of any of the
                  terms hereof, Landlord may proceed directly against Tenant
                  without the necessity of exhausting remedies against such
                  assignee or successor. Landlord may consent to subsequent
                  assignment or subletting of this Lease or amendments or
                  modifications to this Lease with assignees of Tenant, without
                  notifying Tenant, or any successor of Tenant, and without
                  obtaining its or their consent thereto and such action shall
                  not relieve Tenant of liability under this Lease.

13. Access to              Landlord, its employees and agents shall have the
    Leased Space  right to enter the Leased Space at all reasonable times for
                  the purpose of examining or inspecting the same, showing the
                  same to prospective purchasers or tenants of the Building, or
                  mortgagees, and making such alterations, repairs, improvements
                  or additions to the Leased Space or to the Building as
                  Landlord may deem necessary or desirable. Except in case of
                  emergency, any such entry shall be after reasonable notice to
                  Tenant. Tenant shall provide Landlord with the names and home
                  phone numbers of at least three of Tenant's employees to be
                  utilized by Landlord in the event of an emergency. If a
                  representative of Tenant shall not be present to open and
                  permit entry into the Leased Space at any time when such entry
                  by Landlord is necessary or permitted hereunder, Landlord may
                  enter by means of a master key (or forcibly in the event of
                  any emergency) without liability to Tenant and without such
                  entry constituting an eviction of Tenant or termination of
                  this Lease. No locks or similar devices shall be attached to
                  any doors or windows in the Leased Space without the prior
                  written consent of Landlord.

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14. Repairs                (a) Landlord shall make all repairs necessary to
                  maintain the plumbing, air conditioning, heating and
                  electrical systems, elevators, floors (excluding carpeting),
                  and all other items which constitute a part of the Leased
                  Space and are installed or furnished by Landlord in operating
                  condition and in a good state of repair; provided, however
                  that Landlord shall not be obligated for any such repairs
                  until the expiration of a reasonable period of time after
                  written notice from Tenant that such repair is needed. In no
                  event shall Landlord be obligated to repair any damage caused
                  by an act, omission or negligence of the Tenant or its
                  employees, agents, invitees, licensees, subtenants or
                  contractors.
                  (b) Except as the Landlord is obligated for repairs as
                  provided above, Tenant shall make, at its sole cost and
                  expense, all repairs necessary to maintain the Leased Space
                  and shall keep the Leased Space and the fixtures therein in
                  neat and orderly condition. If the Tenant refuses or neglects
                  to make such repairs, or fails to diligently prosecute the
                  same to completion, after written notice from Landlord of the
                  need therefor, Landlord may make such repairs at the expense
                  of Tenant and such expense shall be collectible as Additional
                  Rent. Any such repairs and any labor performed or materials
                  furnished in, on or about the Leased Space shall be performed
                  and furnished by Landlord or Tenant, as the case may be, in
                  strict compliance with all applicable laws, regulations,
                  ordinances and requirements of all duly constituted
                  authorities or governmental bodies having jurisdiction over
                  the Building, the requirements of any board of underwriters
                  having jurisdiction thereof, as well as any reasonable
                  regulations imposed by Landlord pertaining thereto. Tenant
                  agrees that prior to performing any work which will become
                  permanently affixed to the Leased Space, Tenant shall provide
                  Landlord with plans and specifications of its proposed
                  improvements for Landlord's review and, if acceptable, its
                  approval. Tenant shall reimburse Landlord for Landlord's cost
                  in reviewing said plans and specifications at the rate of $70
                  per hour.
                  (c) Landlord shall not be liable by reason of any injury to or
                  interference with Tenant's business arising from the making of
                  any repairs, alterations, additions or improvements in or to
                  the Leased Space, or the Building or Center or to any
                  appurtenances or equipment therein.

15. Termination            It is hereby mutually agreed that either party hereto
    and           may terminate this lease at the end of the Term and any
    Extension     renewal term or extension term by giving to the other party
                  written notice at least one hundred and eighty (180) days
                  prior thereto, but in default of such notice, this Lease shall
                  continue upon the same terms and conditions in force
                  immediately prior to the expiration of the term hereof for a
                  further period of one (1) month and so on from month to month
                  unless and until terminated by either party hereto giving the
                  other thirty (30) days' written notice for removal previous to
                  the expiration of the then current term; provided, however,
                  that if Landlord shall have given written notice prior to the
                  expiration of the Term or any renewal term of its intention to
                  change the terms and conditions of this Lease and Tenant shall
                  not within ten (10) days from such notice notify Landlord in
                  writing of Tenant's intention to vacate the Leased Space at
                  the end of the current term, Tenant shall be considered as
                  Tenant under the terms and conditions mentioned in such notice
                  for a further term as above provided, or for such further term
                  as may be stated in such notice. In the event that Tenant
                  shall have given notice as stipulated in this Lease of
                  intention to vacate the Leased Space at the end of the Term or
                  any renewal or extension thereof and shall fail or refuse so
                  to vacate same on the date designated by such notice, then it
                  is expressly agreed that Landlord shall have the option,
                  either:
                  (i) to disregard the notice so given as having no effect, in
                  which case all of the terms and conditions of this Lease shall
                  continue thereafter with full force precisely as if such
                  notice had not been given; or
                  (ii) Landlord may, at any time, give the said Tenant ten (10)
                  days' written notice of its intention to terminate the said
                  Lease; whereupon Tenant expressly agrees to vacate the Leased
                  Space at the expiration of the said period of ten (10) days
                  specified in said notice.

                                       7
<PAGE>

16. Surrender of           At the end of the term of this Lease, Tenant shall
    Leased Space  surrender the Leased space to Landlord, together with all
                  alterations, additions and improvements thereto, in broom
                  clean condition and in good order and repair except for
                  ordinary wear and tear and damage for which Tenant is not
                  obligated to make repairs under this Lease. Subject to
                  Paragraph 9 hereof and if Tenant is not then in default under
                  any of the terms hereof, Tenant shall have the right at the
                  end of the term hereof to remove any equipment, furniture,
                  trade fixtures or other personal property placed in the Leased
                  Space by Tenant, provided that Tenant promptly repairs any
                  damage to the Leased Space caused by such removal. Tenant
                  shall repair all damage to the Leased Space caused by such
                  removal and restore the Leased Space to the condition in which
                  it was prior to the installation of the items so removed.
                  Tenant shall surrender the Leased Space to Landlord at the end
                  of the term hereof, without notice of any kind, and Tenant
                  waives all right to any such notice as may be provided under
                  any laws now or hereafter in effect in Pennsylvania. If Tenant
                  shall fail to remove any of its equipment, furniture, trade
                  fixtures or other personal property, Landlord may remove and
                  store the same at the expense of Tenant or sell the same on
                  behalf of Tenant at public or private sale in such manner as
                  is commercially reasonable, with any proceeds thereof to be
                  first applied to the costs and expenses, including attorney's
                  fees, of the storage and sale and the payment of any amounts
                  owed hereunder by the Tenant.

17. Indemnifica-           Tenant covenants and agrees that it shall, without
    tion and      notice or demand and at its own cost and expense, indemnify
    Insurance     and save harmless Landlord against and from, and Landlord not
                  be liable to Tenant for, any and all claims by or on behalf of
                  any person arising in any manner whatsoever from, out of or in
                  connection with
                  (a) the use and occupancy of the Leased Space by Tenant, its
                  agents, employees and invitees,
                  (b) any failure by Tenant to perform any of the terms or
                  conditions of this Lease required to be performed by Tenant,
                  (c) any failure by Tenant to comply with any statutes,
                  regulations, ordinances or orders of any governmental
                  authority, or
                  (d) any accident, death, injury, or damage, loss or theft of
                  property in or about the Leased Space (whether involving
                  property belonging to Tenant or any other person) resulting
                  from any cause whatsoever, unless such accident, death,
                  injury, damage, loss or theft is caused by the sole negligence
                  of the Landlord, its agents, employees, or invitees, and from
                  and against all costs, attorney fees, expenses and liabilities
                  incurred in or as a result of any such claim or action or
                  proceeding brought against Landlord by reason of any such
                  claim. Tenant, upon notice form Landlord covenants to resist
                  or defend such action or proceeding by legal counsel
                  reasonably satisfactory to Landlord.
                  (e) The indemnification obligations under this Paragraph shall
                  not be limited in any way by any limitation on the amount or
                  type of damages, compensation or benefits payable by or for
                  the Tenant, or any other person, under Workers or Workman's
                  Compensation statutes, disability benefits statutes or other
                  employee benefit laws.
                  Tenant shall keep in force public liability insurance with
                  respect to the Leased Space, including contractual insurance
                  with respect to the covenants and agreements above, with
                  companies with at least a Best rating of A10 and in form
                  acceptable to the Landlord to afford protection of not less
                  than One Million ($1,000,000) Dollars with respect to personal
                  injury or death and property damage, and naming the Landlord
                  as an additional insured and providing thirty (30) days'
                  notice of cancellation. Certificates of Insurance for such
                  policies shall be delivered to Landlord.
                  As to any loss or damage which may occur upon the property of
                  a party hereto, such party hereby releases the other, to the
                  extent of such damaged party's insurance indemnities, from any
                  and all liability for such loss or damage even if such loss or
                  damage shall be brought about by the fault or negligence of
                  such other party, or the agent or employees of such other
                  party; provided, however, that this release shall be effective
                  only with respect to loss or damage occurring during such time
                  as the applicable policies of insurance shall contain a clause
                  to the effect that this release shall not affect said policies
                  or the right of the insured to recover thereunder. If any
                  policy does not contain such a clause, the insured party
                  shall, at the written request of the other party to this
                  Lease, have such a clause added to said policy if an
                  endorsement so providing is obtainable.

                                       8
<PAGE>

18. Fire or                (a) If the Leased Space is partially damaged by fire
    Other         or other casualty, and insurance proceeds are available to
    Casualty      Landlord, the damages shall be repaired by and at the expense
                  of Landlord and the rent, until such repairs shall be made,
                  shall be apportioned from the date of such fire or other
                  casualty according to the part of the Leased Space which is
                  usable by Tenant. Landlord agrees to repair such damage within
                  a reasonable period of time after receipt from Tenant of
                  written notice of such damage, except that Tenant agrees to
                  repair and replace its own furniture, furnishings and
                  equipment.
                  (b) If the Leased Space is totally damaged or is rendered
                  wholly untenantable by fire or other casualty and if Landlord
                  shall decide not to restore or not to rebuild the same, or if
                  the Building shall be so damaged that Landlord shall decide to
                  demolish it or not to rebuild it, then or in any such event
                  Landlord shall, within thirty (30) days after such fire or
                  other casualty, give Tenant written notice of such decision,
                  and thereupon the term of this Lease shall expire by lapse of
                  time upon the third day after such notice is given, and Tenant
                  shall vacate the Leased Space and surrender the same to
                  Landlord. Upon the termination of this Lease under the
                  conditions hereinbefore provided, Tenant's liability for rent,
                  and additional rent, shall cease as the day following the
                  casualty.

19. Condemnation           If the Leased Space or the Building or any material
                  part of either shall be condemned for public use, then and in
                  that event, upon the vesting of title to the same for such
                  public use, this Lease shall terminate, anything herein
                  contained to the contrary notwithstanding, except that Tenant
                  shall have the right to prove and collect the value of the
                  trade fixtures installed by it, including moving expenses. In
                  the event of such termination of this Lease, all rent paid in
                  advance shall be apportioned as of the date of such
                  termination. Notwithstanding the foregoing, if only a part of
                  the Leased Space shall be so taken and the part not so taken
                  shall be sufficient for the operation of Tenant's business,
                  Tenant, at its election, may retain the part not so taken and
                  there shall be a proportional reduction in the rent. All
                  compensation awarded or paid upon such a total or partial
                  taking of the Leased Space shall belong to and be the property
                  of the Landlord without any participation by the Tenant,
                  provided, however, that nothing contained herein shall be
                  construed to preclude the Tenant form prosecuting any claim
                  directly against the condemning authority in such condemnation
                  proceedings for loss of business, or depreciation to, damage
                  to, or cost of removal of, or for the value of stock, trade
                  fixtures, furniture, and other personal property belonging to
                  the Tenant; provided, however, that no such claim shall
                  diminish or otherwise adversely affect the Landlord's award or
                  the award of any mortgagee.

20. Estoppel               At any time, and from time to time, upon the written
    Certificates  request of Landlord or any "Mortgagee" (as defined in section
                  29 hereof), Tenant, within five (5) business days of the date
                  of such written request, agrees to execute and deliver to
                  Landlord and/or such Mortgagee, a written statement: (a)
                  ratifying this Lease; (b) confirming the commencement and
                  expiration dates of the term of this Lease; (c) certifying
                  that Tenant is in occupancy of the Leased Space, and that the
                  Lease is in full force and effect and has not been modified,
                  assigned, supplemented or amended except by such writings as
                  shall be stated; (d) certifying that all conditions and
                  agreements under this Lease to be satisfied or performed by
                  Landlord have been satisfied and performed except as shall be
                  stated; (e) certifying that Landlord is not in default under
                  the Lease and there are no defenses or offsets against the
                  enforcement of this Lease by Landlord, or stating the defaults
                  and /or defenses claimed by Tenant; (f) reciting the amount of
                  advance rent, if any paid by Tenant and the date to which such
                  rent has been paid; (g) reciting the amount of security
                  deposited with Landlord, if any; and (h) any other information
                  which Landlord or the Mortgagee shall require. The failure of
                  Tenant, after signed receipt, to execute, acknowledge and
                  deliver to Landlord and/or any Mortgagee a statement in
                  accordance with the provisions herein within the period set
                  forth herein shall constitute an acknowledgment by Tenant
                  which may be relied upon by any person holding or intending to
                  acquire any interest whatsoever in the Leased Space or the
                  Building that this Lease has not been assigned, amended,
                  changed or modified, is in full force and effect and that the
                  Minimum Annual Rent, and Additional Rent have been duly and
                  fully paid not beyond the respective due dates immediately
                  preceding the date of the request for such statement and shall
                  constitute as to any persons entitled to rely on such
                  statements a waiver of any defaults by Landlord or defenses or
                  offsets against the enforcement of this Lease by Landlord
                  which may exist prior to the date of the written request, and
                  Landlord, at its option, may treat such failure as an event of
                  default.


21. Default                The occurrence of any of the following shall
                  constitute an event of default and breach of this Lease by
                  Tenant:

                                       9
<PAGE>

                  (a) Failure of Tenant to take possession of the Leased space
                  within ten (10) days after the Commencement Date.
                  (b) The vacation or abandonment of the Leased Space by Tenant.
                  (c) A failure by Tenant to pay, when due, any installment of
                  rent hereunder or any such other sum herein required to be
                  paid by Tenant where such failure continues for ten (10) days
                  after Landlord has issued to Tenant written notice that the
                  same was not paid when due, provided that such failure to pay
                  shall constitute an event of default without written notice if
                  such failure occurs following the issuance of two such notices
                  relating to installments of rent not paid within any calendar
                  year, or a total of four (4) such notices during the Term of
                  this Lease.
                  (d) A failure by Tenant to observe and perform any other terms
                  or conditions of this Lease to be observed or performed by
                  Tenant, of a type for which no other notice or cure period is
                  provided, where such failure continues for thirty (30) days
                  after written notice thereof from Landlord to Tenant, or if
                  such failure cannot, despite the exercise of reasonable
                  diligence, be cured within such thirty (30) day period, and
                  Tenant commences such cure and continues in good faith to make
                  efforts to cure such failure within the cure period, such
                  thirty (30) day period shall be extended for up to an
                  additional sixty (60) days, or until a cure is effected or
                  there occurs another event of default under this Lease.
                  (e) The making by Tenant of any assignment for the benefit of
                  creditors; an adjudication that Tenant is bankrupt, insolvent,
                  or unable to pay its debts; the filing by or against Tenant of
                  a petition in bankruptcy or of a petition for reorganization
                  or arrangement under any law relating to bankruptcy (unless,
                  in the case of a petition filed against Tenant , the same is
                  dismissed within sixty (60) days after the filing thereof);
                  the appointment of a trustee or receiver to take possession of
                  substantially all of Tenant's assets located in the Leased
                  Space or of Tenant's interest in this Lease (unless possession
                  is restored to Tenant within thirty (30) days after such
                  appointment); or the attachment, execution or levy against, or
                  other judicial seizure of, substantially all of Tenant's
                  assets located in the Leased Space or of Tenant's interest in
                  this Lease (unless the same is discharged within thirty (30)
                  days after issuance thereof).

22. Remedies               Upon the occurrence of any event of default:
                  (a) Landlord may perform for the account of Tenant any such
                  act, the omission of which constituted a default by Tenant and
                  immediately recover as Additional Rent any expenditures made
                  and the amount of any obligations incurred in connection
                  therewith, plus interest at the Default Rate from the date the
                  obligations are incurred by Landlord until payment therefor to
                  Landlord, whether before or after entry of judgment and
                  issuance of execution thereon.
                  (b) Landlord may accelerate all Minimum Annual Rent and
                  Additional Rent due for the balance of the Term of this Lease
                  and declare the same to be immediately due and payable;
                  (c) In determining the amount of any future payments due
                  Landlord relating to Operating expenses and /or Real Estate
                  Taxes, Landlord may make such determination based upon the
                  most recent estimates of Operating Expenses and/or Real Estate
                  Taxes available;
                  (d) Landlord, at its option, may serve notice upon Tenant that
                  this Lease and the then unexpired term hereof shall cease and
                  expire and become absolutely void on the date specified in
                  such notice, to be not less than five (5) days after the date
                  of such notice without any right on the part of the Tenant to
                  save the forfeiture by payment of any sum due or by the
                  performance of any term or condition broken; and , thereupon
                  at the expiration of the time limit in such notice, this Lease
                  and the Term hereof, as well as the right, title and interest
                  of the Tenant hereunder, shall wholly cease and expire and
                  become void in the same manner and with the same force and
                  effect (except as to Tenant's liability) as if the date fixed
                  in such notice were the date herein granted for expiration of
                  the Term of this Lease. Thereupon, Tenant shall immediately
                  quit and surrender to Landlord the Leased Space, and Landlord
                  may enter into and repossess the Leased Space by summary
                  proceedings, detainer, ejectment or otherwise and remove all
                  occupants thereof and, at Landlord's option, any property
                  thereon without being liable to indictment, prosecution or
                  damages therefor. No such expiration or termination of this
                  Lease shall relieve Tenant of its liability and obligations
                  under this Lease, whether or not the Leased Space shall be
                  relet;

                                       10
<PAGE>

                  (e) Landlord may, at any time after the occurrence of any
                  event of default, re-enter and repossess the Leased Space and
                  any part thereof and attempt in its own name, as agent for
                  Tenant if this Lease not be terminated, or on its own behalf
                  if this Lease be terminated, to relet all or any part of the
                  Leased Space for and upon such terms and to such persons and
                  for such period or periods as Landlord, in its sole
                  discretion, shall determine, including a term beyond the
                  termination of this Lease; and Landlord shall not be required
                  to accept any tenant offered by Tenant or observe any
                  instruction given by Tenant about such reletting. For the
                  purpose of such reletting, Landlord may decorate or make
                  repairs, changes, alterations or additions in or to the Leased
                  Space to the extent deemed by Landlord desirable or
                  convenient; and the cost of such decoration, repairs, changes,
                  alteration or additions shall be charged to and be payable by
                  Tenant as Additional Rent hereunder, as well as any reasonable
                  brokerage and attorneys fees incurred by Landlord; and any
                  sums collected by Landlord from any new tenant obtained shall
                  be credited against the balance of the rent due hereunder as
                  aforesaid. Tenant shall pay to Landlord monthly, on the days
                  when the rent would have been payable under this Lease, the
                  amount due hereunder less the amount obtained by Landlord from
                  such new tenant;
                  (f) Landlord shall have the right of injunction, in the event
                  of a breach or threatened breach by Tenant of any of the terms
                  and conditions hereof, to restrain the same and the right to
                  invoke any remedy allowed by law or in equity, whether or not
                  other remedies, indemnities or reimbursements are herein
                  provided. The rights and remedies given to Landlord in this
                  Lease are distinct, separate and cumulative remedies; and no
                  one of them, whether or not exercised by Landlord, shall be
                  deemed to be in exclusion of any of the others.
                  (g) In the event of any breach of Tenant hereunder, Landlord
                  shall have the right to change the locks on the Leased Space
                  and exclude Tenant therefrom, and to discontinue all or part
                  of the services and facilities provided to Tenant under this
                  Lease or otherwise, which action shall not be deemed an
                  eviction. Such action may be taken without prior notice to
                  Tenant, and Tenant hereby releases Landlord from any liability
                  for any damages sustained by Tenant or its property as a
                  result of the same.

23. Confession of          In the event of any default, any prothonotary or
    Judgment      attorney of any court of record may appear for Tenant in
                  amicable actions for rent in arrears or treated as if in
                  arrears and charges, whether or not payable as rent, and sign
                  for Tenant in agreement for entering in any competent court an
                  amicable action or actions in assumpsit for the recovery of
                  such sums treated as if in arrears, and the said charges, and
                  in any suits or in said amicable actions to confess judgment
                  against Tenant for all arrears or such sums treated as if in
                  arrears and the said charges, and for interest and costs,
                  together with an attorney's commission of five percent (5%).
                  Such authority shall not be exhausted by one exercise thereof,
                  but judgment may be confessed from time to time as often as
                  any rent in arrears or rent treated as if in arrears or
                  charges fall due and are not paid. Such powers may be
                  exercised during as well as after the expiration or
                  termination of the term and during, and at any time, after any
                  extension or renewal of the term. When this Lease shall be
                  terminated by covenant or condition broken, either during the
                  original term or any renewals or extensions thereof, and also
                  when and after the term hereby created or, any renewal or
                  extension thereof shall have expired, it shall be lawful for
                  any attorney of any court of record as attorney for Tenant to
                  file an agreement for entering in any competent court an
                  amicable action for judgment in ejectment against Tenant and
                  all persons claiming under Tenant, and a judgment for the
                  recovery by Landlord of possession may issue forthwith without
                  any prior writ or proceedings whatsoever. If for any reason
                  after such action shall have been commenced, it shall be
                  canceled or suspended and possession of the Leased Space
                  remains in or is restored to Tenant, Landlord shall have the
                  right upon any subsequent default or termination of this
                  Lease, or any renewal or extension hereof, to bring on or more
                  amicable actions in ejectment as hereinbefore set forth to
                  recover possession of the Leased Space. If in any amicable
                  action in ejectment, or in assumpsit for rent or charges,
                  Landlord shall cause to be filed in such action an affidavit
                  setting forth the facts necessary to authorize the entry of
                  judgment and if a true copy of this lease (and the truth of
                  the copy stated in such affidavit shall be sufficient proof)
                  is filed in such action, it shall not be necessary to file the
                  original as a warrant of attorney, any law, rule of court,
                  custom or practice to the contrary notwithstanding. Tenant
                  expressly releases to Landlord, and to any and all attorneys
                  who may appear for Tenant, all errors in the said proceedings,
                  and all liability therefor. Tenant expressly waives the
                  benefit of all laws, now or hereafter in force, exempting any
                  goods within the Leased Space or elsewhere from distraint,
                  levy or sale.

                                       11
<PAGE>

24. Waiver                 The failure or delay on the part of Landlord to
                  enforce or exercise at any time any of the terms and
                  conditions of this Lease shall in no way be construed to be a
                  waiver thereof, nor in any way to affect the validity of this
                  Lease or any part hereof, or the right of Landlord to
                  thereafter enforce each and every such term or condition. No
                  waiver by Landlord of any breach of this lease shall be held
                  to be a waiver of any other or subsequent breach. The receipt
                  by Landlord of rent at a time when the rent is in default
                  under this Lease shall not be construed as a waiver of such
                  default. The receipt by Landlord of a lesser amount than the
                  rent due shall not be construed to be other than a payment on
                  account of the rent then due, nor shall any statement on
                  Tenant's check or any letter accompanying Tenant's check be
                  deemed an accord and satisfaction, and Landlord may accept
                  such payment without prejudice to Landlord's right to recover
                  the balance of the rent due or to pursue any other remedies
                  provided in this Lease. No act or thing done by this Lease
                  shall be deemed any acceptance or a surrender of the Leased
                  Space, and no agreement to accept such a surrender shall be
                  valid unless in writing and signed by Landlord.

25. Quiet                  If and so long as Tenant pays the rent reserved
    Enjoyment     hereunder and observes and performs all the terms and
                  conditions on Tenant's part to be observed and performed
                  hereunder, Tenant shall and may peaceably and quietly have,
                  hold and enjoy the Leased Space for the entire Term hereof,
                  subject to all of the provisions of this Lease.

26. Force                  Time periods for Landlord's performance of its
    Majeure       obligations under any of the term of this Lease shall be
                  extended for periods of time during which the Landlord's
                  performance is prevented due to circumstances beyond the
                  Landlord's control, including without limitation, strikes,
                  embargoes and governmental regulations, acts of God, war or
                  other strife, or Landlord's inability to deliver possession of
                  the Leased Space to Tenant because of the holding over of a
                  previous tenant, or delays in construction of the Building or
                  the Leased Space.

27. Successors             The respective rights and obligations provided in
                  this Lease shall bind and shall inure to the parties hereto,
                  and their successors and permitted assigns.

28. Landlord's             Landlord's responsibility under this Lease shall be
    Liability     limited to its interest in the Leased Space and in the
                  Building, and no members of Landlord's partnership shall be
                  personally liable hereunder. Tenant agrees to look solely to
                  Landlord's interest in the Leased Space and in the Building
                  for the collection of any judgment, and, in entering any such
                  judgment, the person entering the same shall request the
                  prothonotary to mark the judgment index accordingly. If the
                  Leased Space or the Building is transferred or conveyed,
                  Landlord shall be relieved of all covenants and obligations
                  under this Lease thereafter, provided that notice of said
                  transfer or conveyance is given to Tenant by Landlord.

                                       12
<PAGE>

29. Subordinai             Tenant agrees; (a) that, except as hereinafter
    tion          provided, this Lease is, and all of Tenant's rights hereunder
                  are and shall always be, subject and subordinate to any
                  mortgage, leases of Landlord's property (in sale-leaseback)
                  pursuant to which Landlord has or shall retain the right of
                  possession of the Leased Space (and/or the Building) or
                  security instruments (collectively called "Mortgage") that now
                  exist, or may hereafter be placed upon the Leased Space or the
                  Building, or any part thereof and all advances made or to be
                  made thereunder and extensions thereof; and (b) that if the
                  holder of any such Mortgage ("Mortgagee") or if the purchaser
                  at any foreclosure sale or at any sale under a power of sale
                  contained in any Mortgage shall at its sole option so request,
                  Tenant will, attorn to, and recognize such Mortgagee or
                  purchaser, as the case may be, as Landlord under this Lease
                  for the balance then remaining of the term of this Lease,
                  subject to all terms of this Lease; and (c) that the aforesaid
                  provisions shall be self-operative and no further instrument
                  or document shall be necessary unless required by any such
                  Mortgagee or purchaser. Notwithstanding anything to the
                  contrary set forth above, any Mortgagee may at any time
                  subordinate its Mortgage to this Lease, without Tenant's
                  consent, by execution of a written document subordinating such
                  Mortgage to this Lease to the extent set forth therein, and
                  thereupon this Lease shall be deemed prior to such Mortgage to
                  the extent set forth in such written document without regard
                  to their respective dates of execution, delivery and/or
                  recording and in that event, to the extent set forth in such
                  written document such Mortgagee shall have the same rights
                  with respect to this Lease as though this Lease had been
                  executed and a memorandum thereof recorded prior to the
                  execution, delivery and recording of the Mortgage as though
                  this Lease had been assigned to such Mortgagee. Should
                  Landlord or any Mortgagee or purchaser desire confirmation of
                  either such subordination or such attornment, as the case may
                  be, Tenant upon written request, and from time to time, will
                  execute and deliver without charge and in form satisfactory to
                  Landlord, to the Mortgagee or the purchaser all instruments
                  and/or documents that may be required to acknowledge such
                  subordination and/ or agreement to attorn, in recordable form
                  within five (5) days following a request therefor from
                  Landlord. Tenant shall agree to any reasonable changes to this
                  Lease as may be required by a Mortgagee, which changes do not
                  materially alter the non-economic terms, or alter in any way
                  the economic terms, of this Lease.

30. Substitute             Landlord shall have the right at any time during the
    Space         Term hereof, upon giving Tenant not less than sixty (60) days
                  prior written notice, to provide and furnish Tenant with space
                  elsewhere in the Building or the Center of approximately the
                  same size as the Leased Space and remove and place Tenant in
                  such space, in which event Landlord will pay all reasonable
                  costs and expenses incurred as a result of the relocation of
                  Tenant. Landlord shall only exercise this right to enable
                  Landlord or a company affiliated with Landlord to occupy the
                  Leased Space. Should Tenant refuse to permit Landlord to
                  relocate Tenant to such new space at the end of said sixty
                  (60) day period, Landlord shall have the right to cancel and
                  terminate this Lease effective ninety (90) days from the date
                  of the original notification by Landlord. If Landlord moves
                  Tenant to such new space, this Lease and each and all of its
                  terms, covenants and conditions shall remain in full force and
                  effect and be deemed applicable to such new space and such new
                  space shall thereafter be deemed to be the Leased Space as
                  though Landlord and Tenant had entered into an express written
                  amendment of this Lease with respect thereto.

31. Rules and              Tenant agrees to comply with the rules and
    Regulations   regulations established by Landlord for time to time, which
                  Landlord agrees will be applied uniformly to all tenants. The
                  existing rules and regulations are attached hereto as Exhibit
                  "D".

32. Governing              This Lease shall be governed by and construed in
    Laws          accordance with the laws of the state in which the Building is
                  located.

33. Severability           If any provisions of this Lease shall prove to be
                  invalid, void or illegal, it shall in no way affect any other
                  provision hereof and the remaining provisions shall
                  nevertheless remain in full force and effect.

                                       13
<PAGE>

34. Holding Over           If Tenant shall, with the consent of Landlord, hold
                  over after the expiration of the term hereof, such tenancy
                  shall be deemed a month-to-month tenancy, which tenancy may be
                  terminated as provided by applicable state law. During such
                  tenancy, Tenant agrees to pay to Landlord the fair market
                  value for the Leased Space, as reasonably determined by
                  Landlord, and to be bound by all the terms and conditions
                  herein. If Landlord shall not give consent to such hold over
                  to tenant, such tenancy may be terminated as above provided,
                  and until Tenant has vacated the Leased Space, it agrees to
                  pay to Landlord rent at a monthly rental double the rate
                  payable by Tenant at the expiration of the Term of this lease.

35. Notices                All notices and statements required or permitted
                  under this Lease shall be in writing, delivered in person or
                  sent by United States Certified Mail, postage prepaid, by
                  Federal Express or other recognized overnight courier service,
                  or by hand delivery, addressed as follows:

                  As to Tenant:     Antares Pharma, Inc.
                                    161 Cheshire Lane, Suite 100
                                    Minneapolis, MN 55441

                  As to Landlord:   707 Eagleview Boulevard Associates
                                    C/O The Hankin Group
                                    707 Eagleview Boulevard
                                    P.O. Box 562
                                    Exton, PA 19341

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

36. Brokers                Tenant represents and warrants to Landlord that
                  Tenant has not dealt with any broker, firm, company or person
                  in connection with the negotiation for or the obtaining of
                  this Lease, and Tenant shall indemnify, defend and hold
                  Landlord harmless from and against any claim by any person
                  (other than Broker) claiming a commission or other form of
                  compensation by virtue of having dealt with Tenant with regard
                  to this Lease, and any attorneys fees or other expenses
                  incurred by Landlord in connection therewith.

37. Signs                  Tenant shall not, without the prior written consent
                  of Landlord, paint, place or erect any sign on the exterior
                  doors or walls of the Leased Space or of the Building or
                  Center.

38. Security               Upon the execution of this Lease, Tenant agrees to
    Deposits      deposit with Landlord, in addition to the first month's rent,
                  the additional sum of Six thousand dollars and 00/100 Dollars
                  ($6,000.00) to be held by Landlord as security for the
                  faithful performance of all the terms and conditions of this
                  Lease ("Security Deposit"). If, during the term of this Lease,
                  the required monthly installments of Minimum Annual Rent
                  and/or Additional Rent are increased, the amount of the
                  Security Deposit shall be increased in proportion to such
                  increase if Landlord so requests, and Tenant shall deposit
                  with the Landlord the increase in the Security Deposit
                  promptly upon demand therefor. Should the Tenant breach any of
                  the terms and conditions of this Lease, Landlord shall have
                  the right, at any time and from time to time, to apply the
                  Security Deposit or any part thereof, for the purpose of
                  curing any such default or for the purpose of reimbursing
                  Landlord for any damage or costs occasioned by such default,
                  but the right of Landlord to apply the Security Deposit shall
                  not affect any other remedies available to Landlord under this
                  Lease or under applicable law. If the Security Deposit, or any
                  part thereof, is so applied by Landlord, Tenant shall within
                  three (3) days after demand, deposit additional funds with
                  Landlord to restore the Security Deposit, and failure to do so
                  shall constitute a default under this Lease.
                  If the Tenant shall have faithfully complied with all the
                  terms and conditions of this Lease, the Security Deposit
                  (without interest) shall be refunded to Tenant within thirty
                  (30) days after the expiration or sooner determination of this
                  Lease; provided, however, that Tenant first shall have vacated
                  the Leased Space and surrendered possession thereof to the
                  Landlord by delivery of keys, in accordance with the Lease
                  provisions and shall have returned the Leased Space to
                  Landlord in good order and repair.

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<PAGE>

                  Nothing herein contained shall require Landlord to hold the
                  sums so deposited as a trust fund, nor establish any
                  relationship other than that of debtor and creditor with
                  respect to said funds so deposited.
                  If Landlord shall assign or otherwise transfer its interest in
                  this Lease, Landlord shall have the right to transfer the
                  Security Deposit to the assignee or other transferee of such
                  interest (with like right of transfer to any subsequent
                  assignee or other transferee) and upon such transfer, Landlord
                  shall be released and relieved from all liability and/or
                  responsibility with respect to this Security Deposit and/or
                  the return or application thereof.

39. Use of                 Landlord and any agent employed by Landlord shall be
    Information   permitted, to utilize the name of Tenant in and any occupant
    Advertising   or user of the Leased Space, and other general information
                  about the Tenant and such occupant or user, and the terms of
                  this Lease, in advertising and promotional material utilized
                  by them.

40. Captions               The title to paragraphs of this Lease are for
                  convenience of reference only, and are not to be construed as
                  defining, limiting or modifying the scope or intent of any of
                  the terms and conditions of this Lease.

41. Entire                 This Lease contains all covenants and agreements
    Agreement     between Landlord and Tenant relating in any manner to the
                  rental, use and occupancy of the Leased Space and Tenant's use
                  of the Building and other matters set forth in this Lease. No
                  prior agreement or understanding pertaining to the same shall
                  be valid or of any force or effect and the terms, covenants
                  and conditions of this Lease shall not be altered, modified or
                  added to except in writing signed by Landlord and Tenant.

42. Option To              Provided that Landlord has not given Tenant notice of
    Extend Term   default more than two (2) times preceding the Expiration Date,
                  that there then exists no event of default by Tenant under
                  this lease nor any event that with the giving of notice and/or
                  the passage of time would constitute a default, and that
                  Tenant is the sole occupant of the Leased Space, Tenant shall
                  have the right and option to extend the Term for one (1)
                  additional period of three (3) years(s), exercisable by giving
                  Landlord prior written notice, at least six (6) months in
                  advance of the Expiration Date, of Tenant's election to extend
                  the Term; it being agreed that time is of the essence and that
                  this option is personal to Tenant and is non-transferable to
                  any assignee or sublessee (regardless of whether any such
                  assignment or sublease was made with or without Landlord's
                  consent) or other party. Such extension shall be under the
                  same terms and conditions as provided in this lease except as
                  follows:

                           (a) the additional period shall begin on the
                  Expiration Date and thereafter the Expiration Date shall be
                  deemed to be extended by three years;

                           (b) all references to the Term in this Lease shall be
                  deemed to mean the Term as extended pursuant to this Section;

                           (c) there shall be no further options to extend; and

                           (d) the Minimum Annual Rent payable by Tenant for the
                  additional period shall be computed based upon the then "Fair
                  Market Rental Rate.", but in no event shall the new rent be
                  less than the Minimum Annual Rent payable at the end of the
                  immediately preceding Term of the Lease. Within one (1) month
                  after Landlord receives Tenant's notice of the exercise of
                  this option, Landlord will notify Tenant of the "Fair Market
                  Rental Rate" which shall be Landlord's good faith
                  determination of the rental rate applicable at such time for
                  office space in similar buildings located in the Eagleview
                  Corporate Center ("Landlord's Rental Notice"). If Tenant
                  objects to the Fair Market Rental Rate as so established,
                  Tenant may rescind its exercise of this option to extend term,
                  provided Tenant gives notice of such recision to Landlord on
                  or before two (2) weeks after Tenant receives Landlord's
                  Rental Notice, time being of the essence. If Tenant so
                  rescinds its exercise, then Tenant's option to extend the term
                  shall be deemed both unexercised and extinguished. If Tenant
                  does not so rescind its exercise, then the term of this Lease
                  shall be extended as provided before, with the Minimum Annual
                  Rent applicable to such additional period being computed based
                  upon the Fair Market Rental Rate as stated in the Landlord's
                  Rental Notice.

                                       15
<PAGE>

                  IN WITNESS WHEREOF, the parties have caused this Lease to be
                  duly executed the day and year first above written, intending
                  to be legally bound hereby.


                                    LANDLORD

                                    707 Eagleview Boulevard Associates


                                    BY: /s/ Robert S. Hankin
                                        ---------------------------------------

                                    TENANT (Corporation)
                                    Antares Pharma, Inc.
                                    /s/ Roger Harrison
                                    -------------------------------------------
                                    a corporation organized and existing
                                    under the laws of Minnesota USA



ATTEST: Lawrence Christian          BY: /s/ Lawrence Christian
                                        ---------------------------------------

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