LEASE

         THIS  LEASE,  made  this  18th  day of  August,  1997,  by and  between
CORPORATE  CENTER,  L.L.C., a Missouri limited  liability  company,  hereinafter
referred to as  "Landlord",  and  SHEFFIELD  PHARMACEUTICALS,  INC.,  a Delaware
corporation, hereinafter referred to as "Tenant".

WITNESSETH:

         1.  LEASED  PREMISES.  In  consideration  of the rents,  covenants  and
agreements  hereinafter  reserved  and  contained  on the part of  Tenant  to be
observed and  performed,  the  Landlord  demises and leases to Tenant and Tenant
rents from Landlord that certain  space  containing  4,521 square feet and known
and numbered as Suite 270, more fully  described on Exhibit A,  attached  hereto
and made a part hereof (the  "Leased  Premises"),  situated in the 40  Corporate
Center  building  (the  "Building")  on that  tract of land in the County of St.
Louis,  Missouri, the legal description of which is attached hereto as Exhibit B
and incorporated herein by reference.

         2.  COMMENCEMENT  AND ENDING DATE OF TERM. The term of this Lease shall
be for a period of sixty (60) calendar months and shall commence on the 15th day
of September,  1997 (the "Commencement  Date"), and shall end on the 14th day of
September,  2002 (the "Termination  Date"), both inclusive;  provided,  however,
that if Tenant,  with  Landlord's  consent,  occupies the Leased Premises at any
time  prior to the  stated  Commencement  Date  (other  than for the  purpose of
installation  of its  fixtures,  equipment  and  furniture),  then  during  such
pre-term period,  Tenant shall pay rent as herein established on a prorate basis
and such occupancy shall be under all of the terms and conditions of this Lease,
but such pre-term  occupancy shall not affect the lease term as herein otherwise
established.  If Landlord is unable to give possession of the Leased Premises on
the  Commencement  Date,  Landlord  shall not be liable  for  failure to so give
possession  and the  validity of this Lease shall not be impaired  thereby,  nor
shall the term of this Lease be shortened,  but the  Commencement  Date shall be
delayed until the date Landlord shall give  possession of the Leased Premises to
Tenant and the  Termination  Date  shall be  extended  accordingly  and the rent
payable  hereunder shall be abated  (provided  Tenant is not responsible for the
inability to obtain  possession)  until  Landlord  shall give  possession of the
Leased Premises to Tenant.  If the Commencement  Date is delayed beyond November
1, 1997,  Tenant shall have the right to terminate  this Lease by written notice
to Landlord. In the event either the Commencement Date and Termination Date have
been  determined as aforesaid,  upon demand of either party,  the parties hereto
agree to execute a written declaration expressing the specific Commencement Date
and Termination Date.

         2B.  TERMINATION  BY TENANT.  Provided that this Lease is in full force
and effect' Tenant is in possession of the Demised  Premises,  and Tenant is not
in default  under this Lease,  Tenant  shall have the option to  terminate  this
Lease effective December 31, 2000 (the "Early Termination Date"). The option may
be exercised  only by giving written notice of exercise to Landlord at least one
hundred  twenty  (120) days prior to the Early  Termination  Date.  On the Early
Termination  Date  Tenant  shall pay to  Landlord  the  unamortized  portion  of
Landlord's  original  cost of  Building  Standard  Improvements  as set forth on
Exhibit C  [amortized  over the sixty  (60)  month  term of this  Lease] and the
unamortized portion of the commission paid by Landlord pursuant to Section 24 of
this Lease [amortized over the sixty (60) month term of this


<PAGE>

Lease]. After completion of construction of the Building Standard  Improvements,
Landlord  shall deliver to Tenant a statement  certifying the cost thereof along
with supporting documentation.

         3.  CONSTRUCTION  OF  IMPROVEMENTS.   Landlord  shall,   prior  to  the
Commencement  Date, at its sole cost and expense,  cause the construction of the
Building  Standard  Improvements  as set forth on Exhibit C attached  hereto and
incorporated herein by reference.

         4.       RENTAL.

         (a) Base  Rent - Tenant  agrees  to pay to  Landlord  at the  office of
Landlord or at such other place designated by Landlord,  without prior notice or
demand therefor and without abatement or set-off whatsoever, as annual Base Rent
("Base  Rent") the sum of One Hundred  Eight  Thousand Five Hundred Four Dollars
($108,504.00)  in  twelve  (12)  equal  monthly  installments  of Nine  Thousand
Forty-Two  Dollars  ($9,042.00) each in advance,  commencing on the Commencement
Date and on the  first  day of each  month  thereafter;  the sum of One  Hundred
Thirteen Thousand Twenty-Five Dollars ($113,025.00) in twelve (12) equal monthly
installments  of Nine Thousand Four Hundred  Eighteen  Dollars and  Seventy-Five
Cents  ($9,418.75)  each in advance,  on the first day of each month  commencing
September 1, 1999 through August 31, 2001; and the sum of One Hundred  Seventeen
Thousand  Five  Hundred  Forty-Six  Dollars  ($117,546.00)  in twelve (12) equal
monthly  installments  of Nine Thousand  Seven Hundred  Ninety-Five  Dollars and
Fifty  Cents  ($9,795.50)  each in  advance,  on the  first  day of  each  month
commencing September 1, 2001 through August 31, 2002. If the Term shall commence
upon a day other  than the first day of a  calendar  month or if the Term  shall
terminate  upon a day  other  than the last day of a  calendar  month,  then the
monthly rent for such partial month shall be prorated on a per diem basis.

         (b)  Additional  Rent - For the  purposes  of this  Section  3(b),  the
following terms shall have the definitions set out after such term:

         ADDITIONAL RENT shall mean additional payments due to the Landlord from
the  Tenant  under  this  Section  4(b) as a result  of  increases  in Taxes and
Operating Expenses.

         BASE  AMOUNT  shall  mean the  combined  total of Taxes  and  Operating
Expenses incurred in the Calendar Year 1997.

         BUILDING  COMMON AREAS shall mean all  entrances,  lobbies,  corridors,
stairways, elevators, restrooms, and other facilities of the Building to be used
in common by two or more tenants.

         CALENDAR  YEAR shall mean each  calendar  year in which any part of the
term of this  Lease  falls,  through  and  including  the year in which the term
expires.

         COMMON  AREAS shall mean the  Building  Common  Areas and the  Exterior
Common Areas.

         CURRENT YEAR shall mean the calendar  year for which an  adjustment  to
Base Rent is to be made on account of increases in Taxes and Operating Expenses.


                                       -2-

<PAGE>
         EXTERIOR COMMON AREAS "Exterior Common Areas" (as initially constructed
or as the same may at any time thereafter be enlarged or reduced) shall mean all
areas,  space,  facilities,  equipment,  signs and special  services (other than
Building Common Areas),  made available by Landlord for the common and joint use
and  benefit of  Landlord,  the Tenant and other  tenants and  occupants  of the
Building, and their respective employees,  agents, subtenants,  concessionaires,
licensees,  customers,  and other  invitees.  They may  include  the  sidewalks,
parking areas, access roads,  driveways,  curbs,  landscaped areas,  courts, and
ramps, not contained within any area exclusively appropriated for the use of any
occupant.

         LEASE YEAR shall mean the twelve (12) consecutive months beginning with
the first full month of the term hereof as determined  by Section 1 hereof,  and
each consecutive twelve (12) month period thereafter.

         OPERATING  EXPENSES  "Operating  Expenses" shall mean total  reasonable
costs and  expenses  incurred  in  operating,  maintaining,  and  repairing  the
Building  and  Common  Areas,  including,  without  limitation,  the cost of all
materials,  supplies and  services  purchased  or hired  therefor;  the cost and
expense of landscaping,  gardening and planting;  general maintenance and repair
(exclusive  of  expense of  alteration  of  premises  for the  accommodation  of
specific  tenant  or  tenants),  cleaning,  sweeping  and  janitorial  services;
security services (including  personnel and equipment);  painting and decoration
(exclusive of such costs for the accommodation of a specific tenant or tenants);
paving; sanitary control;  removal of snow, trash, garbage and other refuse; the
cost of heating,  ventilation,  air conditioning (other than electricity and gas
paid directly by Tenant or any other tenant),  lighting, fire protection,  water
and  sewage  charges;  building  management  fees;  legal and  accounting  fees;
reasonable  expenses of Landlord  in  attempting  to reduce or limit real estate
and/or personal  property taxes (any refunds to be credited against taxes in the
year  received);  capital  expenses which reduce any component cost of Operating
Expenses  (such cost to be  reasonably  amortized  over the  useful  life of the
capital  improvement by Landlord and Operating Expenses to include only the cost
so amortized by Landlord during the calendar year for which such  computation is
made);  capital  improvements to the extent  necessary to comply with applicable
governmental  rules  and  regulations;  the cost and all  insurance  carried  by
Landlord covering the Building and Common Areas, including,  without limitation,
public  liability,  personal and bodily injury and property damage liability and
automobile  coverage,  fire and extended broad form coverage including vandalism
and  malicious  mischief,  operation  of  loudspeakers  and any other  equipment
supplying  music;  maintenance,  repair  and  replacement  of  utility  systems,
including  water,  sanitary sewer and storm water lines and other utility lines,
pipes and  conduits;  maintenance,  repair and cost of operating  parking  areas
(including  the  resurfacing  thereof);  the  cost of  maintenance  and  service
equipment  owned and used for  operation,  maintenance  and repair or the rental
charges  for  such  machinery  and  equipment;  and the  reasonable  cost of all
personnel  (including without limitation,  wages,  salaries,  applicable payroll
taxes, worker's  compensation  insurance,  disability  insurance,  and any other
fringe  benefits  and  labor  union  contributions)  to  implement  all  of  the
foregoing;  and administrative  costs equal to ten percent (10%) of the total of
other Operating  Expenses.  Landlord may cause any or all of said services to be
provided by an  independent  contractor  or  contractors.  Landlord  agrees that
Operating  Expenses as used herein shall be consistent with the determination of
Operating Expenses for other tenants in the building.

         TAXES  shall  mean (i) all real  estate  taxes,  assessments  and other
governmental  levies and charges of every kind and nature,  general and special,
extraordinary and ordinary, and each

                                       -3-

<PAGE>
and every installment thereof, which shall be levied, assessed, imposed or arise
in connection with the use, occupancy or possession of the Building, or any part
thereof, payable (adjusted after protest or litigation,  if any) for any part of
the term of this Lease,  exclusive of  penalties;  (ii) any taxes which shall be
levied on gross rentals of the Building in lieu of any of the  foregoing  taxes;
(iii) any special assessments against the Building which shall be required to be
paid during the  calendar  year in respect to which real estate  taxes are being
determined;  and (iv) all personal  property  taxes,  license fees,  and similar
government  impositions and real estate taxes if separately assessed against the
Common Areas or any part thereof. The "Taxes" shall not include any franchise or
income taxes imposed on the Landlord.

         TENANT'S  SHARE shall mean a fraction,  the  numerator  of which is the
square  footage of the Leased  Premises,  as shown on Exhibit A hereof,  and the
denominator of which is the total leasable area of the Building,  which Landlord
and Tenant agree, for the purposes hereof, is 77,985 square feet.

         Tenant  shall pay to Landlord  as  Additional  Rent an amount  equal to
Tenant's  Share of the amount by which the  combined  total of Taxes paid during
each Calendar Year and Operating Expenses incurred with respect to each Calendar
Year exceeds the Base Amount. If the Lease commences or terminates other than on
December 31 of any year, then the  determination  of the Additional Rent payable
for that year, or the reimbursement due to Tenant for that year shall be made at
the end of such  Calendar  Year by  prorating  the  total  Taxes  and  Operating
Expenses  for the  entire  year  based on the ratio of 365 days to the number of
days in the term of this Lease falling within such Calendar Year. Promptly after
determination by Landlord of any increases in Taxes or Operating  Expenses,  the
Landlord shall send written itemized notice to Tenant of such increases.  Within
thirty (30) days after receipt of such notice by Tenant (which may be subsequent
to the expiration or termination of this Lease), Tenant shall pay Tenant's Share
of such increases in Taxes and Operating Expenses.

         Beginning  with  the  thirteenth  monthly  payment  of  Base  Rent  and
throughout  the  term  hereof,  Tenant  shall  pay to  Landlord,  as an  advance
installment  of Additional  Rent, an amount equal to  one-twelfth  (1/12) of the
Tenant's  Share of the increase in Taxes and Operating  Expenses as estimated by
Landlord.  If the aggregate  monthly  advance  installments  of Additional  Rent
attributable to increases in Taxes and Operating  Expenses for any Calendar Year
exceed the Tenant's  Share of actual  increases in Taxes and Operating  Expenses
for that Calendar  Year,  then the excess shall be credited  against all amounts
due hereunder or paid by Tenant. If the aggregate  monthly advance  installments
of Additional Rent attributable to increases in Taxes and Operating Expenses for
any Calendar Year are less than Tenant's Share of the actual  increases in Taxes
and  Operating  Expenses for that Calendar  Year,  then the Tenant shall pay the
difference  within  thirty  (30)  days  after  receipt  of notice  thereof  from
Landlord.

         5.  SERVICES.  As long as  Tenant  is not in  default  under any of the
covenants or provisions of this Lease beyond any cure  periods,  Landlord  shall
operate,  maintain and repair the Common Areas,  the  structural  members of the
Building and the  equipment  used to provide the services  furnished by Landlord
hereunder,  including,  without limitation, the plumbing, elevator, roof, walls,
exterior  glass,  heating,  sewage,  air  conditioning  sufficient  to provide a
reasonably comfortable working environment, ventilation system, lobbies, stairs,
atriums, landscaping, corridors and restrooms in good order and condition except
for damage  occasioned  by negligent act or omission of Tenant,  its  employees,
agents or invitees, in which event Tenant

                                       -4-

<PAGE>

shall bear the cost of such repairs.  Landlord  shall also provide the following
services  during  the  hours  indicated,  and,  if none  are  indicated,  during
reasonable and usual business  hours of generally  recognized  business days for
the term of this Lease as follows:

         (a) Electricity, elevator service, air conditioning and heat sufficient
to provide a reasonably  comfortable  working  environment shall be provided for
normal purposes only, in Landlord's  judgment,  Monday through Friday (excluding
legal holidays) from 8:00 a.m. to 6:30 p.m., and Saturday from 8:00 a.m. to 1:00
p.m. Tenant shall not use any apparatus or devise in or upon the Leased Premises
which in any way may increase the amount of such services  usually  furnished or
supplied to tenants in the Building,  and,  without  prior written  consent from
Landlord,  Tenant shall not connect any apparatus or device with the conduits or
pipes,  or other means by which such services are  supplied,  for the purpose of
using  additional  or unusual  amounts  of such  services.  If Tenant  uses such
services under this provision to excess,  Landlord  reserves the right to charge
Tenant for same as  Additional  Rent at a rate to be  determined  by  Landlord's
independent  engineer or a submeter to be  furnished  and  installed at Tenant's
expense.  If Tenant  refuses to make such payment upon demand by Landlord,  such
excess charge shall constitute a breach of the obligation to pay rent under this
Lease and shall  entitle  Landlord  to the rights  hereinafter  granted for such
breach.

         (b) Electric power for lighting and operation of office  machines,  air
conditioning  and heating as may be required  for  comfortable  occupancy of the
Leased Premises. Electric power furnished by Landlord is intended to be consumed
in normal office use for lighting, heating,  ventilation, air conditioning,  and
small office based on a one-shift use of the Leased Premises.  Landlord reserves
the right, if consumption of electricity exceeds that required for normal office
use as specified,  or if Tenant uses the Leased Premises in excess of one shift,
to include a charge for such  electricity  as an addition to the monthly  rental
with such charge to be based upon the average cost per unit of  electricity  for
the Building applied to the excess use as determined by an independent  engineer
selected by the Landlord or at Landlord's option, to be determined by a submeter
to be furnished  at Tenant's  expense.  If Tenant  refuses to pay upon demand of
Landlord  such excess  charge,  such  refusal  shall  constitute a breach of the
obligation to pay rent under this Lease and shall entitle Landlord to the rights
hereinafter granted for such breach.

         (c) Water for drinking,  lavatory and toilet  purposes from the regular
Building supply (at the prevailing  temperature)  through fixtures  installed by
Landlord (or by Tenant with Landlord's written consent) at locations  designated
by Landlord.

         (d) Public restroom supplies and exterior window washing.

         (e) Tenant shall be assigned  three (3) reserved  parking spaces in the
parking  garage  at no  additional  cots to Tenant  throughout  the term of this
Lease.

         (f) Janitorial services in the Leased Premises and in the Common Areas.

         (g) Landlord reserves the right to designate the Building a "smoke-free
building".

         Landlord  shall  make  reasonable  efforts  to  provide  the  foregoing
services,  but in any  event,  shall not be liable  for  damages,  nor shall the
rental herein reserved be abated for failure

                                       -5-

<PAGE>

to furnish or any delay in furnishing  any of the foregoing  services when there
are  disturbances or labor disputes of any character,  or by inability to secure
electricity,  fuel, supplies, machinery, equipment or labor, or by the making of
necessary  repairs or improvements to the Leased Premises,  or unavailability of
utilities due to governmental  restrictions,  nor shall the temporary failure to
furnish any of such  services be  construed  as an eviction of Tenant or relieve
Tenant from the duty of observing and  performing  any of the provisions of this
Lease, provided Landlord uses reasonable efforts to cure such interruption.

         Landlord  reserves  the right to make such  changes to the Common Areas
which do not materially  interfere with Tenant's use of the Leased  Premises and
Common Areas nor  materially  affect  Tenant's  three (3) parking  spaces in the
parking garage,  and which in its opinion are deemed to be desirable and for the
best  interests of all persons using said Common  Areas,  including the location
and relocation of driveways,  entrances,  exits,  automobile parking spaces, the
direction  and flow of  traffic,  landscaped  areas,  and all  other  facilities
thereof;  to  construct,  maintain and operate  lighting  and other  facilities,
equipment and signs on all of said Common Areas;  to build  multi-story  parking
facilities;  to restrict  parking by tenants and other occupants of the Building
and their employees, agents, subtenants, concessionaires and licensees; to close
temporarily  all or any  portion of the Common  Areas for the  purpose of making
repairs or changes  thereto and to  discourage  non-customer  parking.  Landlord
shall operate,  manage, equip, light and maintain the Common Areas (or cause the
same to be done), and Landlord shall have sole right and exclusive  authority to
employ and discharge all personnel with respect thereto.  Tenant is hereby given
a license (in common with all others to whom Landlord has or may hereafter grant
rights) to use, during the term of this Lease,  the Common Areas as they may now
or at any time during the term of this Lease exist;  provided,  however, that if
the size, location or arrangement of such Common Areas or the type of facilities
at any time forming a part thereof be changed or diminished,  in accordance with
the  foregoing,  Landlord  shall not be subject to any liability  therefor,  nor
shall Tenant be entitled to any  compensation or diminution or abatement of rent
therefor,  nor  shall  such  change  or  diminution  of such  areas be  deemed a
constructive or actual eviction.

         Landlord shall also have the right to establish,  and from time to time
change,  alter and amend,  and to enforce  against the Tenant and other users of
the  Common  Areas  such  reasonable  rules  and  regulations  as may be  deemed
necessary or advisable for the proper and efficient operation and maintenance of
said Common  Areas.  The rules and  regulations  herein  provided  may  include,
without  limitation,  the hours  during which the Common Areas shall be open for
use.  The rights of the  Tenant  hereunder  in and to the areas in this  Article
referred to shall at all times be subject to the rights of the  Landlord and the
other tenants of the Landlord to use the same in common with the Tenant,  and it
shall be  the-duty of the Tenant to keep all of said areas free and clear of any
obstructions created or permitted by Tenant or resulting from Tenant's operation
and to permit the use of any of said areas only for normal ingress and egress by
the said customers,  patrons and  service-suppliers to and from the Building and
other tenants of the Landlord.

         6.  DESTRUCTION.  If the Leased  Premises  or the  public  areas of the
Building shall be damaged by fire or other casualty, Landlord shall proceed with
reasonable  diligence to repair such damage;  but Landlord shall not be required
to repair or replace any of Tenant's  improvements or removable property whether
or not installed by Tenant. If the Leased Premises,  or any part thereof,  shall
be rendered unquestionably untenantable for a period of at least one

                                       -6-

<PAGE>

hundred twenty (120) days by reason of such damage, the rent for that portion of
the  Leased   Premises   which  shall  have  been  so  rendered   unquestionably
untenantable,  shall be abated for the period of the  untenantability.  Landlord
shall  not be liable  for any  inconvenience  or  injury  or damage to  Tenant's
business resulting in any way for such damage by fire or other casualty,  or the
repair  thereof,  or for any  reasonable  delay  which  may  arise by  reason of
adjustments of insurance  claims,  labor disputes,  unavailability of materials,
and  other  causes  beyond  Landlord's   reasonable  control  unless  caused  by
Landlord's  gross negligence or willful act. If the Building shall be so damaged
that demolition or substantial  alterations or  reconstruction  thereof shall in
Landlord s opinion be advisable  (whether or not the Leased  Premises shall have
been so  damaged),  Landlord  shall have the option to  terminate  this Lease by
written  notice given to Tenant  within  ninety (90) days  following the date of
such damage.  Landlord shall,  within sixty (60) days following the date of such
damage,  furnish  Tenant with an  estimate  of the time  required to repair such
damage (which estimate,  however, shall not Institute an undertaking on the part
of the Landlord to complete  required  repairs  within the  estimated  period of
time).  If the time estimated by Landlord for the repair thereof exceeds six (6)
months from the date of such  damage,  either  Landlord or Tenant may  terminate
this Lease upon written  notice given to the other party within thirty (30) days
after Landlord notifies Tenant of the estimated time for repair.

         Upon  any  termination  of this  Lease  under  the  provisions  of this
Section, the parties shall be released thereby without further obligation to the
other party  coincident  with the surrender of possession of the Leased Premises
to the  Landlord,  except for items which have  theretofore  accrued arm be then
unpaid, and except when the damage or destruction is caused by Tenant.

         Notwithstanding  anything  herein  to the  contrary,  in the  event the
holder of any indebtedness secured by a first mortgage or deed of trust covering
the Building in which the Leased  Premises are located  requires  that  casualty
insurance  proceeds be applied first to such  indebtedness,  then Landlord shall
have  the  right to  terminate  this  Lease  by  delivering  Written  notice  of
termination  to Tenant,  whereupon all rights and  obligations  hereunder  shall
cease and determine.

         7. USE AND OPERATION OF BUSINESS BY TENANT. Tenant shall use the Leased
Premises solely as a business  office.  In no event shall the Leased Premises be
used or occupied by Tenant in any manner contrary to law or zoning  regulations,
if any.

         Tenant shall, except as herein otherwise  provided,  from and after the
commencement  of the term of this Lease  comply  with all  ordinances,  laws and
regulations  of all  governmental  authorities  having  jurisdiction,  including
without  limitation,  all  environmental  laws, rules and regulations' and apply
for,  secure,  maintain,  and comply with all  licenses or permits  which may be
required  for the  conduct  by Tenant of the  business  herein  permitted  to be
conducted in the Leased Premises and to pay, if, as and when due all license and
permit fees and charges of a similar nature in connection therewith.

         The parties  acknowledge  that the Americans with  Disabilities  Act of
1990 (42 U.S.C.  Section101 et seq.) and regulations and guidelines  promulgated
thereunder, as all of the same may be amended and supplemented from time to time
(collectively  referred  to herein as the "ADA")  establishes  requirements  for
business   operations,   accessibility  and  barrier  removal,   and  that  such
requirements  may or may not apply to the Leased  Premises in the building.  The
parties hereby agree that (a) Landlord  shall be  responsible  for ADA Title III
compliance in the common

                                       -7-

<PAGE>
areas and in the Leased  Premises to the extent any structural  alterations  are
required  or result in  permanent  changes to the  leasehold  premises or to the
extent as would be necessary on the Commencement Date for the Leased Premises to
Imply with ADA Title III and (b) Tenant shall be  responsible  for ADA Title III
compliance  with respect to Tenant's use of the Leased Premises and for personal
property  in the  Leased  Premises.  Tenant  shall  be  solely  responsible  for
compliance under Title I of the ADA relating to Tenants employees.

         Tenant shall not permit the Leased Premises, or any part thereof, to be
used in any  manner  which  constitutes  a  nuisance  or which  may  injure  the
reputation,  character,  or appearance  of the  Building,  or which may disturb,
inconvenience or cause complaints by occupants thereof.  Tenant shall not use or
permit the Leased  Premises to be used,  or commit or permit to be committed any
act in or about the Leased  Premises  which is  illegal,  unlawful or which will
increase the existing  rate of insurance or cause  cancellation  of insurance on
the Building and/or the Leased Premises.

         8. ALTERATIONS AND REPAIRS.  Tenant may, at its own expense,  from time
to time during the term of this Lease, make alterations,  additions, changes and
improvements  in and to the interior of the Leased  Premises  (except those of a
structural  nature),  but only  with  Landlord's  prior  written  consent  which
Landlord shall not unreasonably  withhold,  delay or condition on the payment of
money. Landlord reserves the right to designate all sources of all services used
in the common areas of the  Building,  to designate  all sources of all services
relating  to moving in or out of the  Building,  repair and  maintenance  of the
Leased Premises, or any construction,  alterations or improvements made therein.
Any  alteration,  addition,  change or  improvement  made by Tenant  after  such
consent  shall  have  been  obtained,  and  any  fixtures  installed  by  Tenant
(including wall-to-wall carpeting and wall paneling),  shall become the property
of Landlord upon the expiration or other sooner  termination of this Lease,  and
Tenant shall reimburse Landlord for additional taxes and cleaning or maintenance
expenses,  if any, resulting from any such items. All such work shall be done in
a good and  workmanlike  manner,  in  accordance  with all  applicable  laws and
building  regulations  and shall be  diligently  prosecuted  so that the  Leased
Premises shall at all times be a complete unit except during the period of work.

         Landlord shall, at its owns cost and expense, except as may be provided
elsewhere  herein,  make all  necessary  repairs  to the  corridors,  lobby  and
structural  members of the Building,  and to the  equipment  used to provide the
services furnished by the Landlord  hereunder,  unless any such damage is caused
by acts or omissions of Tenant, its officers,  agents, employees or invitees, in
which event Tenant shall bear the cost of such repairs.  Tenant shall not injure
the Leased Premises or the building, but shall maintain the Leased Premises in a
clean,  attractive  condition  and in good  repair,  except  as to  damage to be
repaired by Landlord as provided herein and except for the cleaning  services to
be rendered by Landlord as provided herein. Tenant further consents not to do or
suffer any waste to the Leased Premises.

         9. SUBLETTING AND ASSIGNING. Tenant shall not transfer, assign, sublet,
enter into license or concession  agreements,  encumber,  change ownership of or
hypothecate  this  Lease of  Tenant's  interest  in and to the  Leased  Premises
without  the  prior  written  consent  of  Landlord,  which  Landlord  shall not
unreasonably   withhold  or  delay.   Landlord  shall  not  be  unreasonable  in
withholding  its consent to any assignment or subletting of the Leased  Premises
by Tenant if its refusal to consent is based upon its  judgment  that either (1)
the quality of management of the assignee, (2) the ability of assignee to comply
with the terms of this Lease,

                                       -8-

<PAGE>

or (3) financial  soundness of assignee is  materially  worse than the Tenant at
the time of such proposed  assignment  or  subletting.  Any attempted  transfer,
assignment, encumbrance,  subletting, license or concession agreement, change of
ownership or hypothecation  without Landlord's written consent shall be void and
confer no rights  upon any third  person  and  Landlord  shall  treat such third
person as a trespasser.

         Any  consent by  Landlord  to any  assignment,  subletting,  license or
concession  shall be upheld to apply only to the  specific  transaction  thereby
authorized  and shall not  constitute a waiver of the necessity for such consent
of any subsequent assignment,  subletting,  license or concession. If this Lease
or any interest therein be assigned,  or the Leased Premises or any part thereof
be sublet or occupied by anyone other than Tenant without the  Landlord's  prior
written consent having been obtained thereto,  Landlord may nevertheless collect
rent from the assignee, sublessee or occupant and apply the net amount collected
to the rents  herein  reserved;  but no  assignment,  subletting,  occupancy  or
collection  shall  be  deemed  a  waiver  of the  covenant  herein  against  the
assignment  and  subletting  or the  acceptance  of the  assignee,  subtenant or
occupancy  as tenant  hereunder,  or  constitute  a release  of Tenant  from the
further  performance  from the terms and provisions of this Lease. If this Lease
or any interest of Tenant therein be assigned or if the whole or any part of the
Leased Premises be sublet,  after having  obtained the Landlord's  prior written
consent  thereto,  Tenant  shall  nevertheless  remain fully liable for the full
performance of all obligations  under this Lease to be performed by Tenant,  and
Tenant shall not be released  therefrom in any manner,  and upon such assignment
or sublease  the rent  payable by Tenant set forth in Section 3 hereof  shall be
increased  to equal the  amounts of such rent  payable by  Tenant's  assignee or
subtenant, but shall in no event be decreased from the amount set forth herein.

         10.  DEFAULT  OF TENANT.  In the event of any  failure of Tenant to pay
rental due hereunder  within five (5) days after the same shall be due more than
twice in any twelve  (12) month  period,  or any failure to perform any other of
the terms,  conditions or covenants of this Lease to be observed or performed by
Tenant for more than thirty (30) days after written notice of such default shall
have been given to Tenant,  or such larger  period of time as is  reasonable  if
Tenant  has  commenced  curing  such  default  within  thirty  (30)  days and is
diligently  pursuing  such cure,  or if Tenant  shall be finally  adjudicated  a
bankrupt  and all appeal  rights have been  extinguished,  or if Tenant,  in any
court pursuant to any statute either of the United States or of any State, shall
file a petition in bankruptcy or insolvency,  or for  reorganization  or for the
appointment of a receiver or trustee for all or a portion of Tenant's  properly,
or shall make an  assignment  for the benefit of  creditors,  or if Tenant shall
abandon the Leased Premises and remove its furnishings and equipment  therefrom,
or if Tenant shall abandon said premises and also be in default under the Lease,
or suffer this Lease to be taken  under any writ of  execution,  then  Landlord,
besides other rights or remedies it may have,  shall have the immediate right of
re-entry  and may remove all persons and property  from the Leased  Premises and
such  property  may be removed and stored in a public  warehouse or elsewhere at
the cost, and for the account of Tenant, all without service of notice or resort
to legal process and without being deemed guilty of trespass, or becoming liable
for any loss or damage which may be occasioned thereby.

         Should Landlord elect to reenter as herein provided,  or should it take
possession  pursuant to legal proceedings or pursuant to any notice provided for
by law it may either  terminate  this Lease or it may from time to time  without
terminating this Lease, make such alterations and repairs as may be necessary to
relet the Premises, and relet said Premises or

                                       -9-

<PAGE>

any part  thereof  for such  term or terms  (which  may be for a term  extending
beyond the term of this Lease) and at such rental or rentals and upon such other
terms and conditions as Landlord in its sole discretion may deem advisable; upon
each such  reletting all rentals  received by the Landlord  from such  reletting
shall be applied,  first, to the payment of any indebtedness other than rent due
hereunder  from  Tenant to  Landlord;  second,  to the  payment of any costs and
expenses of such reletting, including brokerage and attorneys' fees and of costs
of  alterations  and  repairs;  third,  to the  payment  of rent due and  unpaid
hereunder, and the residue, if any, shall be held by the Landlord and applied in
payment of future rent as the same may become due and payable hereunder. If such
rentals  received from such  reletting  during any month be less than that to be
paid during that month by Tenant hereunder, Tenant shall pay any such deficiency
to Landlord.  No such re-entry or taking  possession  of the Leased  Premises by
Landlord  shall be construed as an election on its part to terminate  this Lease
unless a written  notice  of such  intention  be given to  Tenant or unless  the
termination   thereof  be  decreed  by  a  court  of   competent   jurisdiction.
Notwithstanding any such reletting without termination, Landlord may at any time
thereafter  elect to  terminate  this  Lease for such  previous  breach.  Should
Landlord at any time  terminate  this Lease for any  breach,  in addition to any
other remedies it may have all remedies available to it at law or in equity.

         In the event of any breach or  threatened  breach by Tenant or Landlord
of any of the terms and  provisions  of this  Lease,  either  Tenant or Landlord
shall have the right to injunctive  relief as if no other remedies were provided
herein for such breach.

         The rights and  remedies  herein  reserved by or granted to Landlord or
Tenant are  distinct,  separate and  cumulative,  and the exercise of any one of
them shall not be deemed to preclude,  waive or prejudice Landlord's or Tenant's
right to exercise any or all others.

         Tenant hereby  expressly  waives any right to assert a defense based on
merger and agrees that neither the commencement of any action or proceeding, nor
the  settlement  thereof,  nor the entry of judgment  therein shall bar Landlord
from bringing any subsequent actions or proceedings from time to time.

         Wherever  in this Lease the  Landlord  has  reserved  or is granted the
right of re-entry into the Leased Premises the use of such word is not intended,
nor shall it be construed, to be limited to its technical legal meaning.

         If  either  party  incurs  any  expenses,  including  court  costs  and
attorneys' fees (and the costs and expenses of such attorney),  as a result of a
default by the other  party  under this  Lease,  whether  or not  litigation  is
commenced  or  concluded,   then  such  expenses  shall  be  reimbursed  by  the
non-prevailing party, whether or not such default is subsequently cured.

         Tenant hereby waives demand for rent, demand for possession,  notice of
forfeiture,  notice of  termination  and any and all other  demands  or  notices
required by law.

         11.  BANKRUPTCY OR  INSOLVENCY.  Should Tenant or any guarantor of this
Lease file, or have filed against it, a petition under the  Bankruptcy  Code (11
U.S.C.  Section  101 et.  see,  as from time to time  amended),  be  adjudicated
insolvent,  or make an assignment  for the benefit of creditors or if a receiver
or trustee  shall be  appointed  for all or  substantially  all of the assets of
Tenant and remains undismissed for a period of sixty (60) days, this Lease shall
be in Default,

                                      -10-

<PAGE>
and Landlord  shall be entitled to all rights and remedies  herein and otherwise
applicable  under State and Federal law.  Upon such Default,  Landlord  shall be
entitled to possession of the Premises without further  obligation to Tenant, or
Tenant's  trustee,  and this Lease shall  terminate;  but Landlord's right to be
compensated  for damages  (including,  without  limitation,  liquidated  damages
pursuant to this Lease or pursuant to any proceeding at law) shall survive.

         12.  CONDEMNATION.  In the  event  that the  Leased  Premises  shall be
appropriated  or taken under the power of eminent  domain,  or under any similar
power, by any public or  quasi-public  authority to an extent that Tenant cannot
reasonably use the remaining  portion for its intended use and/or twenty percent
(20%) or more of the building or the parking area serving the building  shall be
appropriated  or taken  under the power of eminent  domain or under any  similar
power,  by a public or quasi-public  authority,  then either party may terminate
this  Lease as of the date of such  appropriation  or taking,  and the  unearned
portion of the rent theretofore paid shall forthwith be returned to Tenant,  and
if not so  terminated,  there shall be an abatement of rent based upon the value
of the remainder of the Leased  Premises not so  appropriated  or taken. In such
event Landlord will diligently  repair or restore the Leased Premises and Tenant
will repair or restore  Tenant's  leasehold  improvements  and trade fixtures as
nearly similar in value and character to their  condition  immediately  prior to
such taking as shall be practicable and reasonable,  to the extent  permitted by
damages awarded for such taking, and subject to building and zoning laws then in
existence.  In such event,  however,  Landlord  shall not be required to repair,
rebuild,  or restore any additions,  alterations or improvements  made by or for
Tenant and not required by this Lease to be  furnished  by Landlord,  nor any of
Tenant's trade fixtures, or Tenant's improvements.

         If the Lease is terminated as above  provided and a lump sum is awarded
as the result of any such  taking,  Tenant  shall be  entitled  to that  portion
thereof  which  represents  compensation  for  unrecovered  costs  of  leasehold
improvements  installed by Tenant (exclusive of any air conditioning and heating
equipment) amortized over the original term of the Lease if installed during the
original  term or over the extended term in which the taking occurs if installed
during  such  extended  term,  together  with  relocating  expenses,  if any are
awarded. Landlord shall be entitled to the entire balance of the award.

         Landlord agrees that,  after it receives notice of the intention of any
authority to appropriate or take the Leased Premises, or any portion thereof, it
will forthwith give to Tenant, in writing, notice thereof.

         A voluntary  sale by  Landlord to any public body or agency  having the
power  of  eminent  domain,   either  under  threat  of  condemnation  or  while
proceedings  are  pending,  shall be  deemed  to be a taking  under the power of
eminent domain for the purposes of this Lease.

         Notwithstanding  anything  herein  to the  contrary,  in the  event the
holder of any indebtedness secured by a first mortgage or deed of trust covering
the  Building  in which  the  Leased  Premises  are  located  requires  that the
condemnation proceeds be applied to such indebtedness,  then Landlord shall have
the right to terminate this Lease by delivering written notice of termination to
Tenant,   whereupon  all  rights  and  obligations  hereunder  shall  cease  and
determine.


                                      -11-

<PAGE>

         13.  INSURANCE,  INDEMNITY  AND WAIVER OF  SUBROGATION.  Tenant  hereby
agrees to defend,  pay,  indemnify and save free and harmless  Landlord from and
against any and all claims, demands, fines, suits, actions, proceedings, orders,
decrees  and  judgments  of any kind or nature,  unless  due to the  intentional
misconduct of Landlord by or in favor of anyone  whomsoever and from and against
any and  all  out-of-pocket  costs  and  expenses,  including  attorneys'  fees,
resulting from or in connection with loss of life,  bodily or personal injury or
property damage arising, directly or indirectly,  out of, from, or on account of
any occurrence on, upon, at or from the Leased Premises.

         Except as provided above,  Tenant and all those claiming by, through or
under Tenant  shall store their  property in and shall occupy and use the Leased
Premises and any improvements therein and appurtenances  thereto solely at their
own risk and Tenant and all those  claiming by,  through or under Tenant  hereby
release Landlord,  to the full extent permitted by law, from all claims of every
kind, including loss of life, personal or bodily injury,  damage to merchandise,
equipment,  fixtures or other personal  property,  or damage to business or from
business  interruption  arising,  directly  or  indirectly,  out of,  from or on
account  of such  occupancy  and use or  resulting  from any  present  or future
condition or state or repair thereof unless any of the above are due to the sole
negligence of the Landlord and are insured under Landlord's  liability insurance
policy.

         Landlord  shall not be  responsible or liable at any time to Tenant for
any loss of life,  bodily  or  personal  injury or  damage  to the  property  or
business  of Tenant  or  Tenant's  invitees,  agents  or  employees,  or for the
interruption of Tenant's business.

         Landlord  hereby  agrees to defend,  pay,  indemnify  and save free and
harmless  Tenant from and against any and all  claims,  demands,  fines,  suits,
actions,  proceedings,  orders,  decrees  and  judgments  of any kind or nature,
unless  due to the  intentional  misconduct  of  Tenant by or in favor of anyone
whomsoever  and from and against any and all  out-of-pocket  costs and expenses,
including  attorney's  fees,  resulting from or in connection with loss of life,
liability or personal injury or property damage arising  directly or indirectly,
out of, from,  or on account of any  occurrence  on,  upon,  at or in the Common
Areas.

         Landlord  shall not be  liable  for loss of life or injury or damage to
any person or any business of Tenant,  or those  claiming  by,  through or under
Tenant, caused by or resulting from: the bursting,  breaking,  leaking, running,
seeping,  overflowing or backing up of water, steam, gas, sewage, snow or ice in
any part of the  Leased  Premises;  or any acts of God or the  elements;  or any
defect or negligence  in the  occupancy,  construction,  operation or use of the
Leased Premises by Tenant or the equipment,  fixtures, machinery,  appliances or
apparatus therein.

         Tenant  shall give  prompt  notice to Landlord in case of fire or other
casualty or accidents in the Leased Premises or of any defects therein or in any
of its fixtures, machinery or equipment.

         Notwithstanding  anything herein to the contrary,  Landlord and Tenant,
and all parties  claiming under them,  hereby mutually release and discharge the
other from all claims  arising from or caused by any hazard covered by insurance
on the Leased  Premises,  the Building in which the Leased Premises are located,
or the Common  Areas,  regardless  of the cause of damage or loss.  This release
shall apply only to the extent that such loss or damage is covered

                                      -12-

<PAGE>

by insurance and only so long as the  applicable  insurance  policies  contain a
clause to the effect that this release shall not affect the right of the insured
to recover under such policy or policies.

         Tenant  further  covenants  and agrees  that from and after the date of
delivery of the Leased  Premises from Landlord to Tenant,  Tenant will carry and
maintain, at its sole cost and expense, the following types of insurance, in the
amounts specified and in the form hereinafter provided for:

         (i) PUBLIC LIABILITY AND PROPERTY DAMAGE.  Commercial general liability
insurance  with a single  limit of not less than One Million and 00/100  Dollars
($1,000,000.00)  insuring  against any and all  liability  of the  insured  with
respect to injury or damage to person  and  property  occurring  on or about the
Leased  Premises  or  arising  out of the use or  occupancy  thereof.  All  such
liability insurance shall specifically  include, in addition to the above, broad
form contractual  liability  insurance covering the insuring  provisions of this
Lease, the performance by Tenant of the indemnity  agreement as to liability for
injury to or death of persons and injury or damage to  property in this  Article
contained.  The amount of such insurance  shall be subject to increase from time
to time upon the reasonable request of Landlord.

         (ii) FIRE AND EXTENDED COVERAGE INSURANCE. Landlord shall not be liable
to Tenant for any damage to Tenant's trade fixtures,  furniture, and other items
of personal  property,  sprinkler  leakage,  vandalism and  malicious  mischief,
except as the same may result from  Landlord's  gross  negligence or intentional
act.

         The  policies of insurance  carried by Tenant shall name both  Landlord
and Tenant as named insureds,  and the interests of Landlord's  mortgagees shall
be insured under a Standard  Union  Mortgage  Clause.  All such  policies  shall
further  provide that they may not be canceled  except upon ten (10) days' prior
written  notice  to  Landlord  and,  in the case of fire and  extended  coverage
insurance,  thirty (30) days' prior  written  notice to  Landlord's  mortgagees.
Tenant shall, at Landlord's request, furnish to Landlord a copy of such policies
or certificates of such insurance and of any renewals thereof.

         Landlord  (a) shall  carry a combined  single  limit  public  liability
insurance  for personal and bodily  injury in the amount of Two Million  Dollars
($2,000,000.00)  and property damage and fire and extended coverage insurance on
the  building;  and (b) may carry other forms of insurance  deemed  necessary by
Landlord  with  respect to the Building  and Common  Areas,  in limits usual and
customary  for an office  building in St.  Louis  County.  The cost of insurance
shall be part of Operating Expenses.

         14. ATTORNMENT AND SUBORDINATION. Tenant shall, in the event of a sale,
transfer,  or  assignment  of  Landlord's  interest in the  Building or any part
thereof,  or in the event any proceedings are brought for the foreclosure of, or
in the  event of  exercise  of the  power of sale  under  any  mortgage  made by
Landlord  encumbering the Leased Premises or any part thereof, at the request of
the purchaser at such sale, upon receipt of a nondisturbance  agreement,  attorn
to and recognize such transferee,  purchaser or mortgagee as landlord under this
Lease.

         This Lease and the  estate of Tenant  hereunder  shall be  subject  and
subordinate to any existing mortgage, deed of trust or other method of financing
or refinancing now encumbering

                                      -13-

<PAGE>

the  Leased  Premises,  the land  underlying  the  Leased  Premises  and/or  the
Building, and any replacement, modification, consolidation, renewal or extension
thereof.  Landlord  agrees to make good  faith  efforts  to obtain  for Tenant a
non-disturbance agreement for the existing mortgagee. Any such mortgage, deed of
trust or other method of financing or refinancing  shall, for the full amount of
principal at any time advance  thereon or secured  thereby,  with  interest,  be
prior and  paramount  to this  Lease and to the rights of Tenant  hereunder  and
persons claiming through or under Tenant, or otherwise,  in the Leased Premises.
Tenant,  on Tenant's  behalf,  and on behalf of all persons  claiming through or
under Tenant,  covenants  and agrees that Tenant will,  from time to time at the
request of Landlord,  upon receipt of a non-disturbance  agreement,  execute and
deliver  any  necessary  or proper  instruments  or  certificates  acknowledging
priority  of  the  lien  or  charge  of  such  mortgage  to  such  lease  and to
subordination of this Lease thereto.

         15. ACCESS BY LANDLORD.  Landlord or  Landlord's  agents shall have the
right to enter the Leased  Premises  at any  reasonable  times  during  Tenant's
business  hours on  reasonable  notice to Tenant to examine the same and to show
them  to  prospective  purchasers  of the  Building,  and  to  make  repairs  or
improvements  to the Leased  Premises or other  premises,  as Landlord  may deem
necessary, and Landlord shall be allowed to take all material into and upon said
premises so long as such activity does not interrupt  Tenant's business that may
be  required  therefor  without the same  constituting  an eviction of Tenant in
whole or in part,  and the rent  reserved  shall in no manner  abate  while such
repairs  are  being  made so long as there is no  interruption  of  business  of
Tenant.  During the six (6) months prior to the  expiration  of the term of this
Lease  or any  renewal  term,  Landlord  may  exhibit  the  Leased  Premises  to
prospective tenants during Tenant's business hours.

         16. MECHANICS'  LIENS.  Tenant shall not permit or allow any mechanics'
or  materialmen's  lien to be filed  against  the fee of the Leased  Premises or
against  Tenant's  leasehold  interest  in  the  Leased  Premises.   Should  any
mechanics' or materialmen's lien or other encumbrance  (hereinafter  referred to
as "Encumbrance")  be filed against the Leased Premises or the Building,  Tenant
shall dismiss or bond against same within  fifteen (15) days after the filing of
any such  Encumbrance.  If Tenant fails to remove or bond over said  Encumbrance
within said fifteen (15) days,  Landlord  shall have the absolute right to cause
same to be cured by whatever measures Landlord shall deem convenient,  including
without  limitation  payment of such  Encumbrance  (in which case  Tenant  shall
reimburse  Landlord  for same as  Additional  Rent);  and shall be afforded  all
remedies at law or in equity available to either Landlord or Tenant.

         17.  GOVERNMENT  REGULATIONS.  Tenant shall,  at Tenant's sole cost and
expense,  conform  with all laws and  requirements  of any  Municipal,  State or
Federal authorities now in force, or which may hereafter be in force, pertaining
to the Premises, except those which require structural alterations to the Leased
Premises.  The judgment of any court, or an admission of Tenant in any action or
proceeding  at  law,  whether  Landlord  by a part  thereto  or  not,  shall  be
conclusive of the fact as between Landlord and Tenant.

         18. NOTICES. All Rents which are required to be paid by Tenant shall be
delivered by the United States Mail,  postage prepaid,  addressed to the parties
hereto at their respective addresses below; and all notices that are required to
be given hereunder shall be in writing and delivered by United States  certified
mail, return receipt requested, postage prepaid, addressed to the parties hereto
at their respective addresses below:


                                      -14-

<PAGE>

LANDLORD:                               TENANT:

Corporate Center, L.L.C.                Sheffield Pharmaceuticals, Inc.
c/o Berkshire Management                11960 Westline Industrial Drive, Suite 1
1000 Executive Parkway                  St. Louis, MO 63146
St. Louis, MO 63141                     Attn: Loren G. Peterson


Either  party may  designate a different  address by giving  notice to the other
party of same at the address set forth above.  Proof of such notice so addressed
with  postage  prepaid  shall  be by the  addressed  "return  receipt"  used for
certified mail duly signed and returned to sender.

         19. OWNERSHIP.  Notwithstanding anything in this Lease to the contrary,
the term  "Landlord"  as used in this  Lease  shall be  defined  as the  current
owner(s) of the  Property.  In the event of any  transfer of the  Property,  the
party conveying same shall thereafter be automatically  relieved of all personal
liability with respect to Landlord's  performance of any obligations  thereafter
occurring or covenants thereafter to be performed, it being intended hereby that
all  obligations  under this Lease  shall be binding  upon the  owner(s)  of the
Property to the extent such obligations accrue during that owners(s)' respective
period(s) of ownership of said Property.

         20.  SECURITY  DEPOSIT.  Tenant has deposited  with Landlord the sum of
Nine  Thousand  Forty-Two  Dollars  ($9,042.00)  as  security  for the  full and
faithful  performance of Tenant's obligations under this Lease. If Tenant should
be in Default as set forth in Paragraph 9 of this Lease,  Landlord may apply all
or a part of this security  deposit for the payment of any sum in Default or for
the payment of any amount which Landlord expended reason of such Default. If any
portion of said deposit is so applied,  Tenant shall, within five (5) days after
written demand therefor,  deposit with Landlord an amount  sufficient to restore
the security deposit to its original amount.  In the event that the Tenant shall
comply  with all of the  terms of this  Lease,  the  security  deposit  shall be
returned  to the  Tenant  after  the date Eked as the end of the Lease and after
delivery of possession of the Leased Premises to the Landlord. In the event of a
sale or lease of the Building, the Landlord shall have the right to transfer the
security  deposit to the vendee or lessee and the  Landlord  shall  thereupon be
released from all liability for the return of such security deposit.  The Tenant
shall look solely to the new Landlord for the return of such  security  deposit.
The Tenant  shall not assign or encumber  the money  deposited  as security  and
neither the Landlord nor its  successors  or assigns  shall be bound by any such
assignment or encumbrance.

         21.  ESTOPPEL  CERTIFICATES.  Tenant agrees upon written request by any
party in interest to execute,  and return within  fifteen (15) days, a statement
in  writing  certifying  that this  Lease is  unmodified  and in full  force and
effect,  that  Tenant has no  defenses,  offsets or  counterclaims  against  its
obligations to pay the Rent and to perform its other covenants under this Lease,
that there are no uncured Defaults of Landlord or Tenant,  and setting forth the
dates to which the Rent and other  charges  have been paid.  In the event Tenant
fails to return such statement within said fifteen (15) days,  setting forth the
above, or alternatively setting forth those lease modifications, defenses and/or
uncured Defaults, it shall be deemed that this Lease is in full force and effect
as set forth on Landlord's statement;  and any such statement delivered pursuant
to this Paragraph may be relied upon by any prospective purchaser, mortgagee, or
assignee of any mortgagee of the Leased Premises.

                                      -15-

<PAGE>
         22.      Intentionally Deleted.

         23. SURRENDER OF PREMISES. Upon the expiration or sooner termination of
the term of this Lease, Tenant shall quit and surrender the Leased Premises,  in
as good  condition  and  repair  as they were at the  commencement  of the term,
reasonable  wear and tear expected,  together with all keys and  combinations to
locks, all improvements,  alterations,  and additions,  except personal property
and other  trade  fixtures,  furnishings  and  equipment  that Tenant may remove
pursuant to the terms hereof,  all of which shall thereupon  become the property
of Landlord  without any claim by Tenant  therefor,  but the  surrender  of such
property to  Landlord  shall not be deemed to be a payment of rent or in lieu of
any rent reserved  hereunder;  however,  notwithstanding  the  generality of the
foregoing  provisions,  Landlord  shall have the right to require  Tenant,  upon
written  notice  given  any time  during  the term of  within  thirty  (30) days
thereafter,  to remove any improvements,  alterations or additions made by or on
behalf  of Tenant  and to  repair  any  damage  to the  Building  caused by such
removal.  Before  surrendering the Leased  Premises,  Tenant shall remove all of
Tenant's  said  personal   property  and  unattached   movable  trade  fixtures,
furnishings  and equipment  and if Tenant fails to do so said property  shall be
deemed  abandoned  and  become  the  exclusive  property  of  Landlord;  but the
retention or disposition of such abandoned property by Landlord shall not act as
a release or  satisfaction  of any damage  sustained  by  Landlord on account of
Tenant's  failure to remove the same as required by this section.  If the Leased
Premises  be not  surrendered  as and when  aforesaid,  Tenant  shall  indemnify
Landlord against all loss or liability  resulting from the delay by Tenant in so
surrendering the same,  including,  without  limitation,  any claims made by any
succeeding  occupant  founded on such  delay.  Tenant's  obligations  under this
Article shall survive the  expiration or sooner  termination of the term of this
Lease.

         24.  BROKERAGE.  The parties warrant that they have dealt with no owner
Broker or person in connection  with this  transaction  other than CB Commercial
Real Estate Group, to whom Landlord agrees to pay a commission of 2.25%, and BMC
Capital,  L.L.C.,  to whom Landlord  agrees to pay a commission  of 2.75%.  If a
broker relationship exists as to a party to this Lease, then Landlord and Tenant
each agrees to indemnify the other from and against all  liabilities,  including
reasonable attorneys' fees, arising from any claims for brokerage commissions or
finder's fees resulting from or arising out of any conversations or negotiations
had by such party with any broker.  This provision shall survive the termination
of this Lease.

         25. SEVERABILITY.  Should any provision of this Lease be unenforceable,
it shall be severable from this Lease; and this Lease shall remain in full force
and effect and be binding upon the parties  hereto as though said  provision had
not been included.

         26.  PERSONAL  PROPERTY  TAXES.  Tenant  shall timely pay all taxes and
assessments  levied or  assessed  during the term  hereof on or against  (a) all
furniture,  fixtures,  equipment and any other  personal  property  installed or
located  within  the  Leased  Premises,  and  (b)  all  alterations,  additions,
betterments or improvements of whatsoever kind or nature,  made by Tenant to the
Leased  Premises.  If said personal  property and improvements are assessed with
the property of Landlord,  Tenant shall pay to Landlord  Tenant's  share of such
taxes within ten (10) days after receipt of Landlord's  statement  setting forth
the amount of such taxes.


                                      -16-

<PAGE>

         27.  QUIET  ENJOYMENT.  Upon  payment by the Tenant of the rents herein
provided,  and upon the observance and  performance of all the covenants,  terms
and  conditions  on Tenant's  part to be observed  and  performed,  Tenant shall
peaceably  and quietly  hold and enjoy the Leased  Premises  for the term hereby
demised without hindrance or interruption by Landlord or other person or persons
lawfully or  equitably  claiming  by,  through or under the  Landlord,  subject,
nevertheless, to the terms and conditions of this Lease.

         28.      MISCELLANEOUS.

         (a) All of the  covenants  of  Tenant  hereunder  shall be  deemed  and
construed to be  "conditions"  as well as  "covenants" as though both words were
used in each separate instance.

         (b) This  Lease  shall  not be  recorded  by Tenant  without  the prior
written consent of Landlord.

         (c) The paragraph headings appearing in this Lease are inserted only as
a  matter  of  convenience,  and in no way  define  or  limit  the  scope of any
paragraph.

         (d) Submission of this Lease shall not be deemed to be an offer,  or an
acceptance,  or a reservation  of the Premises;  and Landlord shall not be bound
hereby until  Landlord has  delivered  to Tenant a  fully-executed  copy of this
Lease, signed by the parties hereto on the last page of this Lease in the spaces
herein provided. Until such delivery, Landlord reserves the right to exhibit and
lease  the  Premises  to other  prospective  tenants.  Notwithstanding  anything
contained  herein to the  contrary,  Landlord  may  withhold  possession  of the
Premises from Tenant until such time as Tenant has paid to Landlord the security
deposit  required by Paragraph 20 of this Lease,  and the first  month's Rent as
set forth in Subparagraph 3(a) of this Lease.

         (e) This Lease  demises  real estate  located in the State of Missouri,
and shall be governed by the laws of such State.  Should either party  institute
legal suit or action for enforcement of any obligation  contained  herein, it is
agreed  that the  venue of such  suit or  action  shall  be,  at the  option  of
Landlord,  in St.  Louis  County,  Missouri,  and Tenant  expressly  consents to
Landlord's designating the venue of any suit or action.

         (f) All the terms of this Lease shall extend to and be binding upon the
parties hereto and their respective heirs, executors, administrators, successors
and assigns.

         (g) Tenant shall comply with all rules and  regulations  pertaining  to
the use and  occupancy  of the  Building  and the Common Areas from time to time
adopted by  Landlord.  A copy of the current  rules and  regulations  adopted by
Landlord are attached  hereto;  however,  Landlord  shall have the right to make
revisions,  amendments,  deletions and additions  thereto upon written notice to
Tenant   provided   that   all  such   changes   made  by   Landlord   shall  be
non-discriminatory and shall not unreasonably interfere with Tenant's use of the
Leased Premises or unreasonably increase Tenant's financial burdens hereunder.

         (h) The  waiver by  Landlord  of any  breach of any term,  covenant  or
condition  herein  contained  shall not be  deemed to be a waiver of such  term,
covenant or  condition or any  subsequent  breach of the same or any other term,
covenant or  condition  herein  contained.  The  subsequent  acceptance  of rent
hereunder by Landlord shall not be deemed to be a waiver of any

                                      -17-

<PAGE>

preceding  breach by Tenant of any term,  covenant  or  condition  of the Lease,
other  than the  failure  of Tenant to pay the  particular  rental so  accepted,
regardless  of  Landlord's  knowledge  of such  preceding  breach at the time of
acceptance of such rent.  No covenant,  term or condition of this Lease shall be
deemed to have been  waived by  Landlord,  unless  such  waiver be in writing by
Landlord.

         (i) This Lease and the Exhibits  attached  hereto forming a part hereof
set  forth  all  of  the  covenants,   promises,   agreements,   conditions  and
undertakings  between  Landlord and Tenant  concerning  the Leased  Premises and
there are no covenants,  promises,  agreements,  conditions  or  understandings,
either oral or  written,  between  them other than  herein set forth.  Except as
herein provided, no subsequent alteration, amendment, change or addition to this
Lease shall be binding  upon  Landlord or Tenant  unless  reduced to writing and
signed by them.

         (j) Any holding over after the expiration of the term hereof,  with the
consent of  Landlord,  shall be construed to be a tenancy from month to month on
the terms and conditions  herein  specified,  so far as applicable,  except that
Tenant shall pay for each day that Tenant  holds over rent at one hundred  fifty
percent (150%) the rent herein provided to be paid.

         If Tenant holds over after the  expiration  of the term hereof  without
the consent of Landlord,  Tenant shall pay Landlord  rent at a rate equal to one
hundred  fifty  percent  (150%) of the rent  payable  for the month  immediately
preceding the  commencement  of said holding over computed on a per-month  basis
for each month or part thereof  (without  reduction for any partial  month) that
Tenant remains in possession; in addition thereto, Tenant shall pay Landlord all
damages,  consequential  as well as  direct,  sustained  by reason  of  Tenant's
retention of possession. Such retention of possession shall constitute a tenancy
at  sufferance  and not a month to month lease.  The  provisions of this Section
shall not exclude Landlord's right of re-entry or any other right hereunder, and
nothing herein contained shall preclude Landlord from terminating such retention
of possession as provided by law.  Acceptance by Landlord of any payment of rent
subsequent to the  commencement  of such retention of possession by Tenant shall
not be deemed to  constitute  a waiver by Landlord of any of the  provisions  of
this Section.

         (k) Nothing contained in this Lease shall be deemed to constitute or be
construed to create the relationship of principal and agent, partnership,  joint
venturers  or other  relationship  between  the parties  hereto,  other than the
relationship of landlord and tenant.

         (l)  It is  agreed  that  if any  provision  of  this  Lease  shall  be
determined  to be void or invalid by any court of competent  jurisdiction,  then
such  determination  shall not affect any other  provision of this Lease and all
such  other  provisions  shall  remain in full force and  effect;  and it is the
intention of the parties  hereto that if any  provision of this Lease is capable
of two  constructions,  one of which would render the provision valid,  then the
provision shall have the meaning which renders it valid.

         (m) Landlord reserves the right to change the name of the Building from
time to time during the term of this Lease.

         (n)  Notwithstanding  anything to the contrary contained in this Lease,
it is  expressly  understood  and  agreed  that  none of  Landlord's  covenants,
undertakings  and  agreements  under this Lease are made or intended as personal
covenants, undertakings or agreements by

                                      -18-

<PAGE>

Landlord, and any liability for damage or breach for non-performance by Landlord
shall be collectable only out of Landlord's interest in the Leased Premises, and
no personal liability is assumed by or shall at any time may be asserted against
Landlord or its agents.

         29.  ENVIRONMENTAL.  Tenant shall (i) not cause or permit any Hazardous
Materials to be brought  upon,  kept or used in or about the Leased  Premises by
Tenant, its agents, employees,  contractors,  subtenants or invitees without the
prior  written  consent  of  Landlord,  which  Landlord  shall not  unreasonably
withhold as long as Tenant  demonstrates to Landlord's  reasonable  satisfaction
that such  Hazardous  Material is necessary  or useful to Tenant's  business and
will be used kept and stored in a manner that complies with all laws  regulating
any such  Hazardous  Material  so  brought  upon or used or kept in or about the
Leased  Premises.  If Tenant  breaches the  obligations  stated in the preceding
sentence,  or if the  presence of  Hazardous  Materials  on the Leased  Premises
caused or permitted by Tenant results in  contamination  of the Leased  Premises
caused or  permitted  by Tenant  except as results  from acts of  Landlord,  its
employees or agents,  results in  contamination  of the Leased  Premises,  or if
contamination of the Leased Premises by Hazardous Materials otherwise occurs due
to a negligent or wilful act of Tenant and for which Tenant is legally liable to
Landlord for damage resulting therefrom, then Tenant shall indemnify, defend and
hold Landlord harmless from any and all claims, judgments,  damages,  penalties,
fines, costs, liabilities or losses (including,  without limitation,  diminution
in value of the Leased  Premises,  damages for the loss or restriction on use of
rentable  or usable  space or of any  amenity  of the Leased  Premises,  damages
arising  from any  adverse  impact  on  marketing  of  space,  and sums  paid in
settlement of claims,  attorneys'  fees,  consultant fees and expert fees) which
arise  during or after the lease  term as a result of such  contamination.  This
indemnification  of  Landlord  by Tenant  includes,  without  limitation,  costs
incurred  in  connection  with  any  investigation  of  site  conditions  or any
clean-up,  remedial,  removal or restoration work required by any federal, state
or local  governmental  agency or political  subdivision.  Without  limiting the
foregoing,  if the presence of any  Hazardous  Materials on the Leased  Premises
caused by Tenant, its officers,  employees,  contractors,  agents,  licensees or
subtenants,  results in any  contamination of the Leased Premises,  Tenant shall
promptly  take all actions at its sole  expense as are  necessary  to return the
Leased Premises to the condition  existing prior to the introduction of any such
Hazardous Materials to the Leased Premises; provided that Landlord's approval of
such actions shall first be obtained,  which approval shall not be  unreasonably
withheld so long as such actions would not potentially have any material adverse
long-term or short-term effect on the Leased Premises.  The foregoing  indemnity
shall survive the expiration or earlier termination of this Lease.

         As used herein,  the term "Hazardous  Materials" means any hazardous or
toxic  substance,  material  or waste,  including,  but not  limited  to,  those
substances,  materials  and wastes  listed in the United  States  Department  of
Transportation   Hazardous   Materials   Table  (49  CFR   172.101)  or  by  the
Environmental  Protection  Agency as hazardous  substances (40 CFR Part 302) and
amendments thereto, or such substances,  materials and wastes that are or become
regulated under any applicable local, state or federal law.

         At the  commencement  of this  Lease,  and on  January  1 of each  year
thereafter (each such date being hereafter called "Disclosure Dates"), including
January 1 of the year after the termination of this Lease, Tenant shall disclose
to Landlord the names and amounts of all Hazardous Materials, or any combination
thereof, which were stored, used or disposed of on the Leased Premises, or which
Tenant intends to store, use or dispose of on the Leased Premises.

                                      -19-

<PAGE>

         Landlord  and its agents  shall have the  right,  but not the duty,  to
inspect the Leased Premises at any time to determine whether Tenant is complying
with the terms of this Lease.  If Tenant is not in  compliance  with this Lease,
Landlord shall have the right to immediately  enter upon the Leased  Premises to
remedy any  contamination  caused by Tenant's failure to comply  notwithstanding
any other  provision  of this  Lease.  Landlord  shall use its best  efforts  to
minimize  interference  with  Tenant's  business but shall not be liable for any
interference caused thereby.

         Any default  under this Article  shall be a material  default  enabling
Landlord to exercise any of the remedies set forth in this Lease.


         IN WITNESS WHEREOF,  Landlord and Tenant have  respectively  signed and
sealed this Lease the day and year first above written.

                  LANDLORD:               CORPORATE CENTER, L.L.C.

                                          By:   /s/ James Welch
                                                ----------------------
                                          Title: Manager


                  TENANT:                 SHEFFIELD PHARMACEUTICALS, INC.

                                          By:      /s/ Loren Peterson
                                                   -----------------------
                                          Title:   Chief Executive Officer


                                      -20-

<PAGE>

                              RULES AND REGULATIONS

         Tenant agrees to comply with the following rules and regulations  which
Landlord may reasonably  modify from time to time.  Landlord shall not be liable
for the nonobservance of said rules and regulations by any other tenant.

         (1) No sign or  advertisement  shall  be  displayed  by  Tenant  on the
outside or the inside (and visible from the outside) of the Premises without the
prior written consent of Landlord.  Tenant shall not use any picture or likeness
of the  Property  in any  notices or  advertisements  without  Landlord's  prior
written consent, which consent shall not be unreasonably withheld.

         (2) Tenant's  interior  signage on the office door and marquis shall be
provided by Landlord,  and all such signage so placed shall be at Tenant's risk.
Tenant  shall cause the removal of all such signage from the Property at the end
of Tenant's term, or Landlord may cause such removal at Tenant's expense.

         (3) No additional locks shall be placed upon any door of the Premises.

         (4)  Landlord  retains  the power to  prescribe  the  weight and proper
position of safes,  mechanical  equipment,  and any other  bulky or  excessively
weighty  objects.  All such  objects  shall be moved into or out of the Premises
under the prior written  consent and  supervision  of Landlord and at such times
and  according to such  regulations  as may be  designated  from time to time by
Landlord.  Notwithstanding such supervision, Tenant shall be responsible for all
damage to the Property caused by moving such objects.

         (5) Tenant  shall not install any  additional  lighting to the Premises
other than normal wall-socket lamps.  Tenant shall not use any other fuel source
other than  electricity  to heat,  cool or light the Premises.  Tenant shall not
install any air conditioning apparatus in the Premises.  Tenant shall not permit
any animals or any foul or noxious gas,  noise,  odors and/or  vibrations in the
Premises which may obstruct or interfere  with the rights of other  tenant(s) in
the Property.

         (6) Tenant  shall not  contract for any work or service to be performed
to  or  within  the  Premises  which  might  involve  the  employment  of  labor
incompatible  with  Landlord's  employees or the employees of contractors  doing
work or performing services by or on behalf of Landlord.

         (7) All  sidewalks,  corridors and common areas shall not be obstructed
by Tenant or used for any purpose  other than for  ingress and egress.  Landlord
retains the right to control all public areas not  designated  as the  Premises,
provided  nothing  herein shall be construed to prevent  access to such areas by
persons entering the Property for Tenant's purposes herein stated.

         (8) Tenant shall not install any window  treatments other than existing
treatments or otherwise  obstruct the windows of the Premises without Landlord's
prior written  consent.  The  bathrooms  shall not be used for any purpose other
than  those for which  they were  constructed,  and no  rubbish  shall be thrown
therein.


                                      -21-

<PAGE>

         (9) Upon leaving the  Premises at the close of  business,  Tenant shall
lock doors and windows;  and for any Default or  carelessness  in this  respect,
Tenant shall be liable for all damages  sustained by Landlord and other  tenants
resulting therefrom.

         (10) Any person(s),  other than Landlord's selected janitorial service,
who shall be employed by Tenant for the purpose of cleaning the Premises,  shall
be employed at Tenant's  cost.  Tenant shall report any lack of attention in the
service of the Property to Landlord.

         (11) Tenant shall not store in the Premises any waste paper, sweepings,
rags,  rubbish or other  combustible  matter,  nor shall  Tenant  bring into the
Premises any kerosene, oil or other combustible material.

         (12)  Landlord  reserves  the right to exclude  from the  Property  all
drunken  and  disorderly  persons,  idlers,  peddlers,  solicitors,  and persons
entering in crowds or in such unusual numbers as to cause  inconvenience  to the
other tenants.

         (13) The Building  hours are:  Monday  through Friday from 8:00 a.m. to
6:00 p.m., and Saturday from 8:00 a.m. to 1:00 p.m.,  holidays  excepted.  After
such hours, Landlord may lock the entrances to the Building, and entrance to the
Building may be limited to persons having a key to the Building.

         (14) Minimum one access card per 1,000  square feet of Leased  Premises
to the Building  will be furnished to Tenant  without  charge.  Tenant shall pay
Landlord  Twenty-Five  Dollars ($25.00) for each additional  access card. Tenant
shall not,  under any  circumstances,  have any  duplicate  access  cards  made.
Tenants,  and the  termination  of their lease of the Premises,  shall return to
Landlord all access cards to doors in the Building.

         (15) The water closets and other water  apparatus shall not be used for
any other  purpose  other  than those for which  they were  constructed,  and no
sweepings,  rubbish or other  obstructing  substances  shall be thrown  therein.
Nothing  shall be thrown by tenants  or their  employees  out of the  windows or
doors or down the passages of the Building.

         (16) No space in the  Building  shall be used for  sleeping  or  living
quarters, whether temporary or permanent.

         (17) No safes,  furniture,  or other bulky or heavy  articles  shall be
brought into the Building or removed  except with the prior  written  consent of
the  Landlord,  and then only by means of the  elevator,  stairway  or through a
window of the Building as the Landlord may direct, and at such times and in such
manner and by such  persons as  Landlord  may  direct.  No object  whose  weight
exceeds  the lawful  load of the area upon which it would stand shall be brought
into or kept upon a tenant's premises.  If, in the judgment of the Landlord,  it
is necessary to distribute the concentrated weight of any heavy object, the work
involved in such distribution  shall be done at the expense of the Tenant and in
such manner as Landlord determine.

         (18)  Machines and  mechanical  equipment to be installed and used in a
tenant's  premises shall be so equipped,  installed and maintained by the tenant
as  to  prevent  any  disturbing   noise,   vibration  or  electrical  or  other
interference  from being transmitted from such premises to any other area of the
Building.

                                      -22-

<PAGE>

         (19) No noises, including the playing of any musical instruments, radio
or television, which in the judgment of the Landlord might disturb other tenants
in the Building,  shall be made or permitted by any tenant, and no cooking shall
be done in the tenant's premises,  except as expressly approved by the Landlord.
Nothing shall be done or permitted in any tenant's  premises,  and nothing shall
be  brought  into  or kept in any  tenant's  premises,  which  would  impair  or
interfere with any of the Building  services or the proper and economic heating,
cleaning or other  servicing  of the  Building or the  premises,  or the use and
enjoyment  by any  other  tenant  of any  other  premises,  nor  shall  there be
installed by any tenant any ventilating,  air conditioning,  electrical or other
equipment of any kind which,  in the judgment of the  Landlord,  might cause any
such  impairing or  interference.  No  dangerous,  inflammable,  combustible  or
explosive object or material shall be brought into the Building by any tenant or
with the  permission  of any  tenant.  No  offensive  gases or  liquids  will be
permitted.

         (20) If tenants  require wiring for a bell or buzz system,  such wiring
shall be done by Landlord,  at the expense of such tenant, and no outside wiring
men shall be allowed to do work of this kind unless by the written permission of
Landlord.  If telegraphic or telephone  service is desired,  the wiring for same
shall be done as directed by the  Landlord,  and no boring or cutting for wiring
shall be done unless  approved by Landlord.  The electric  current shall be used
for ordinary lighting and for small office machines and equipment purposes only,
unless  written  permission to do otherwise  shall first have been obtained from
Landlord.

         (21) No painting  shall be done,  nor shall any  alterations be made to
any part of the  Building by putting up or  changing  any  partitions,  doors or
windows, nor shall there be any nailing, boring or screwing into the woodwork or
plastering,  nor shall any  connection  be made to the electric  wires or gas or
electric fixtures,  without the consent in writing on each occasion of Landlord.
Tenant  shall not injure or deface the  Building,  the  woodwork,  the  windows,
doors, locks or walls of the premises.

         (22) Landlord will post on the  directories of its building one name to
be  designated  by the tenant at no charge.  All  additional  names which tenant
shall  desire to be placed upon said  directory  must be first  consented  to by
Landlord,  and if so approved, a charge will be made for such additional listing
as prescribed by Landlord to be paid to Landlord by tenant.

         (23) If at tenant's  request any work done by Landlord  with respect to
the premises is done during other than ordinary business hours, tenant shall pay
for all overtime costs.

         (24)  Except  as  otherwise   expressly  permitted  by  the  lease,  no
advertisement,  sign or other  notice shall be displayed in or on the windows or
doors, or on the outside of any tenant's premises or on the outside or inside of
the  Building,  except  that  the name of the  tenant  may be  displayed  on the
entrance  door of the  tenant's  premises  and at such  other  places  as may be
designated by Landlord,  which signs or displays shall be subject to the written
approval  of the  Landlord  as to the size,  color,  style and  content  of such
display. The cost of such signs shall be charged to and paid for by tenants.

         (25) Each tenant shall be responsible for the observance of these rules
and regulations by tenant's employees, agents, customers and invitees.



                                      -23-

<PAGE>

                               40 CORPORATE CENTER

                                    EXHIBIT B


Part of Lot 6 of SAMUEL SMITH ESTATE in U.S. Survey 369, Township 45 North Range
4 East of the Fifth  Principal  Meridian in St. Louis county  Missouri and being
more  particularly  described as: Beginning at the intersection of the northeast
right of way line of Missouri  State  Highway  40, as  described  by  instrument
recorded in Book 5851 Page 127 of the St. Louis County  Missouri  Records,  with
the northwest  line of said Lot 6; thence North 57 degrees 29 minutes 10 seconds
East 1143.68 feet along said  northwest  line, to a point on the western line of
Missouri  State  Highway 141 (Woods Mill Road);  thence  southwardly  along said
western  line,  being a curve to the left;  whose  radius  point  bears South 69
degrees 37 minutes 54 seconds East 1950.08 feet from the last described point, a
distance of 178.76 feet (the last  described  line being parallel to and 40 feet
west of the  centerline of said Highway 141), to a point on the original 60 foot
Right of Way of Woods Mill Road (County  Road);  thence  southwardly  along said
original Right of Way line,  being a curve to the left, whose radius point bears
South 69 degrees 49 minutes 49 seconds East 1462.56 feet from the last described
point a distance of 412.17 feet to a point, being the northern-most  corner of a
parcel of land  conveyed to the State of Missouri by deed  recorded in Book 7771
Page 2087; thence along the northwest line of said parcel  (77712087),  South SO
degrees 37 minutes 25 seconds  West 153.58 feet to the North Right of Way of the
northwest  Outer Road;  thence along said Outer Road South 86 degrees 52 minutes
17 seconds West 288.67 feet;  North 87 degrees 42 minutes 22 seconds West 331.10
feet;  and North 62 degrees  42  minutes 26 seconds  West 81.37 feet back to the
point of beginning and containing 6.199 Acres,  more or less, known as 425 Woods
Mill Road South.




                                      -24-

<PAGE>
                                    EXHIBIT C

                         BUILDING STANDARD IMPROVEMENTS


         o        Furnish and install 4,440 sq. ft. 26 oz. Atlantic carpet

         o        Furnish and install 744 lineal feet Cove Base

         o        Patch and seal drywall as necessary

         o        Apply one coat of Glidden's Best interior latex flat paint



                                      -25-