EXHIBIT 10.39

DATED: January 30, 2001


                              E J LORD LIMITED (1)


                                       AND


                             BIOPROGRESS LIMITED (2)
                                      WITH
                               BIOPROGRESS INC (3)


                               AGREEMENT FOR LEASE

          Relating to premises at Thorby Avenue, Hostmoor Trading Park
                              March Cambridgeshire


                                DAWBARNS PEARSON
                                   SOLICITORS
                                  1/2 YORK ROW
                                     WISBECH
                                      CAMBS
                                    PE13 1EA
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AN AGREEMENT made the 30 day of January, 2000

BETWEEN:

         (1)      E J LORD LIMITED whose registered office is at 44 March Road,
                  Wimblington Cambridgeshire [CRN3998705] (hereinafter called
                  "the Landlord")

         (2)      BIOPROGRESS LIMITED whose registered office is at 1 Norwood
                  Road, Cambridgeshire [CRN3289265] (hereinafter called "the
                  Tenant")

         (3)      BIOPROGRESS INC a company incorporated in and governed by the
                  Law of the State of Nevada, USA (hereinafter called the
                  "Surety")

NOW IT IS HEREBY AGREED as follows:

1.       Definitions

1.1      In this Agreement the following terms shall have the following meanings
         And terms defined in the Lease and used herein shall have the meanings
         ascribed to them in the Lease

1.1.1    "The Architect" means Peter Smith of The Studio 57, Main Street, Paston
         Cambridgeshire such other person firm or company (being in the case of
         an individual a professional associate or fellow of the Royal Institute
         of British Architects and in the case of a firm or company having at
         least one partner or director (as the case may be) who is an associate
         or fellow of the said Institute) as may be appointed by the Landlord to
         be the Architect for the purposes of this Agreement and whose name
         shall have been notified in writing to the Tenant by the Landlord

1.1.2    "the Building Contract" means the building contract dated 31st May 2000
         entered into by the Landlord with the Building Contractor for the
         carrying out of the Development

1.1.3    "the Building Contractor" means Kier Regional Limited of Tempsford Hall
         Sandy Bedfordshire SG19 2BD or such other building contractor of Good
         repute with experience in carrying out projects of a similar or Greater
         size and degree of complexity to the Development as the Landlord Shall
         reasonably and properly employ from time to time under the Building
         Contract and whose name shall be notified in writing to the Tenant by
         the Landlord

1.1.4    "the Construction Team" means the Architect the Structural Engineer and
         the Building Contractor

1.1.5    "Practical Completion of the Unit has the meaning set out in Clause 7
         hereof

1.1.6.1  "the Development" means the development of a new industrial unit with
         associated external works with

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         all mains services and access roads thereto from the adopted road known
         as Thorby Avenue or Hostmoor Avenue, March on the Site

1.1.6.2  "the Site" means the land edged blue on the annexed plan

1.1.6.3  "the Drawings" means the detailed plans and the specification which
         have been agreed between the Landlord and the Tenant prior to the
         execution of this Agreement and copies of which are annexed hereto and
         have been signed by the parties and the expression shall include all
         variations and alterations thereof as may be agreed from time to time
         by the Landlord and the Tenant

1.1.7    "the Landlord" means the first party of this Agreement and includes its
         successors in title and assigns

1.1.8    "the Landlord's Solicitors" means Dawbarns Pearson of 1/2 York Row
         Wisbech Cambridgeshire PE1 1EA (Ref JMA)

1.1.9    "the Lease" means the Lease to be granted by the Landlord to the Tenant
         of the Premises pursuant to this Agreement in the form of the draft
         lease attached hereto

1.1.10   "the Premises" means the new industrial unit on the Development and is
         more particularly described in this Lease as the "Demised Premises" and
         for identification purposes edged in red on the annexed plan

1.1.11   "the Rent Commencement Date" means the date of Completion of the Lease

1.1.12   "the Structural Engineer" means Greens Limited of Whaplode Spalding
         Lincolnshire or such other person firm or company (being in the case of
         an individual a member or fellow of the Association of Consulting
         Engineers or the Institution of Civil Engineers and in the case of a
         firm or company at least one of whose partners or directors shall be a
         member or fellow of the said (Association or Institution) as may be
         employed for the purposes of this Agreement by the Landlord and whose
         name shall have been notified to the Tenant in writing

1.1.13   "the Tenant" means the second party to this Agreement

1.1.14   "the Tenant's Solicitors means Ollard and Bentley of Market Square
         March Cambridgeshire PE15 9JQ

1.1.15   "the Term Commencement Date" means the last usual quarter day which
         precedes or is coincident with the date of Completion of the Lease

1.1.16   "the Tenant's Works" means the office fitting of the Premises in
         accordance with the plan annexed No and the erection of the signage on
         plan No

1.1.17   "Working Day" means a day falling on or between Monday and Friday upon
         which clearing banks in the City of London being members of the
         Committee of London and Scottish Clearing Banks) are open for normal
         business
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1.1.18   "the Surety" means the third party to this Agreement

2.       Landlord to Procure Consents

2.1      The Landlord will use its reasonable endeavours to obtain as soon as
         Reasonably practicable and at its own expense all authorisations
         certificates consents approvals permissions and licences necessary
         (hereinafter called "the Necessary Consents") to complete the
         Development and will (subject to the Necessary Consents) procure that
         its contractors with all due diligence construct and complete the
         Development in accordance with the Drawings and Necessary Consents and
         the Building Contract for the same and all relevant statutory
         requirements to the reasonable satisfaction of the Tenant in all
         respects

3.       Landlord to carry out works

3.1      The Landlord shall (subject to the Necessary Consents) proceed
         diligently With the construction of the Premises in a good and
         workmanlike manner and unless prevented from so doing by strikes
         lockouts shortages of materials weather wars unreasonably delay by the
         Highway Authority or other cause not within its control procure the
         completion of the construction of the Premises as soon as reasonably
         practicable and (unless prevented from so doing as aforesaid) not later
         than the date which is months from the date hereof or in case it is
         prevented from so doing as soon thereafter as may be reasonably
         practicable

3.2      If the Landlord is unable to obtain at a reasonably cost any of the
         materials Referred to in the Approved Drawings and Specification the
         Landlord may in carrying out the Works substitute for them alternative
         materials as nearly as may be of the same quality subject always to the
         overriding requirements of the local or other competent authority and
         if so requested the Landlord will provide such information as the
         Tenant shall reasonably require to show compliance with this Clause

3.3      The Landlord may in carrying out the Works make such modifications to
         The Approved Drawings and Specification and to the details of the Works
         contained in them:

         3.3.1    as may be required by any local or other competent Authority
                  as a condition of the grant or continuance in force in the
                  Landlord's Approvals or any of them or

         3.3.2    as may be reasonably required by the Architect provided that
                  no modification shall be made pursuant to this Clause 3.3.2
                  which would materially alter the design nature capacity or
                  standard of construction or appearance of the Premises as
                  provided for in the Building Specification or materially
                  prejudice the use of the Premises for the purposes specified
                  in the Lease

3.4      If at any time the Development is carried out otherwise than in
         accordance with the Drawings and this fact might reasonably have been
         expected to be

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      apparent on a full visual inspection to the Tenant on the first occasion
      following the carrying out of the relevant works on which it actually
      inspected the same pursuant to Clause 6 ("the Inspection") then unless
      within five (5) working days after the date of the Inspection (time being
      of the essence) the Tenant has served on the Architect a Defects Notice in
      respect of such non-compliance the Development shall be treated for all
      purposes of this Agreement as having been carried out in accordance with
      the Drawings

4.    Grant of Lease

4.1   In consideration of the Landlord performing the Landlord's obligations
      Under Clauses 2 and 3 hereof the Tenant and Surety will within 7 days of
      Practical Completion of the Premises or earlier by agreement enter into
      the Lease

4.2   The initial rent payable under the Lease will commence to be payable on
      The Rent Commencement Date

5.1   The Lease and the will be prepared by the Landlord's Socilitors and an
      Engrossment of the counterpart shall be delivered to the Tenant's
      Solicitors seven days before Practical Completion

5.2   The Lease shall be completed at the offices of the Landlord's Solicitors
      or at Such other place in England as the Landlord's Solicitors shall
      reasonably require

5.3   At any time on or after the date for completion of the Lease either the
      Landlord or the Tenant being ready and willing to complete the Lease and
      perform its other obligations under this agreement may (but without
      prejudice to any other available right or remedy) by notice to the
      other invoke the provisions of Clause 5.4

5.4   Within twenty days after service of such notice under Clause 5.3 hereof
      (excluding the day of service) the Lease shall be completed and the
      parties shall perform their other obligations under this Agreement and
      time shall be of the essence of this provision

6.    Inspection of works by Tenant

      The Tenant shall have the right for itself its agents and surveyors at all
      reasonable times and on reasonable notice to the Architect during the
      erection or construction of the Development in company with the Architect
      or his representative to view the state and progress of the works but the
      Tenant shall refer all matters whether a complaint or otherwise to the
      Architect or his representative and not to the Building Contractor

7.    Practical Completion

7.1.1 For the purpose of this Agreement the expression "Practical Completion of
      the Premises" shall mean:
<PAGE>

      (a)   the date upon which the Landlord and the Tenant or their respective
            representatives mutually agree (such agreement not to be
            unreasonably withheld) that the Premises is complete (except for
            minor matters as provided for in sub-clause 7.3 below) and that
            there is proper vehicular to the Premises or:

      (b)   in the event of a dispute the date upon which the Architect (who
            shall consider but not be bound by representations (if any) made by
            the Landlord or the Tenant) shall certify that the Premises are
            complete in accordance with the Building Contract and that there is
            proper vehicular access to the Premises

      (c)   "proper vehicular access" means that the Premises may be accessed
            from Thorby Avenue or Hostmoor Avenue for all reasonable purposes of
            the Tenant in connection with its enjoyment of the Premises
            including contractors vehicles for fitting out but shall not oblige
            the Landlord to lay the top coat of the roadways until all the
            buildings on the Development are completed

7.2   The Landlord shall give notice in writing to the Tenant of the intended
      date of Practical Completion of the Premises and shall invite the Tenant
      to send a representative to accompany a representative of the Landlord or
      the Architect On the inspection made for the purpose of determining the
      date of Practical Completion

7.3   Uncompleted matters of a minor nature shall be schedule in a snagging list
      to Be issued with the certificate of the Architect referred to in
      subclause 7.1 (b) above and carried out or made good by the Landlord or
      the Building Contractor as soon as possible after the date of Practical
      Completion of the Unit without prejudice to the maintenance period
      referred to in Clause 12 hereof at times reasonably convenient to the
      Tenant

7.4   In the event that Practical Completion of the Unit shall not have taken
      place by te date which is twelve months from the date hereof the Tenant
      may at any time thereafter give the Landlord three months notice in
      writing of its intention to terminate this Agreement and if Practical
      Completion of the Premises shall not take place within such three month
      period then at the determination of such period of one month this
      Agreement shall terminate but without prejudice to the rights of either
      party in respect of any antecedent breach

8.    Services

      The Landlord shall without cost to the Tenant and before (or after in the
      case o delay as hereinafter provided in this clause) Practical Completion
      of the Unit procure that water gas drainage and electric services shall be
      laid into the pemises to satisfy the requirements of the Tenant as set out
      in the said secification provided that the Tenant shall:

9.1   make early application to the service authorities for the supply of
      such services
<PAGE>

9.2   promptly furnish to the service authorities any test certificates required
      by the service authorities in respect of work (if any) carried out in the
      Premises by the Tenant

9.3   be responsible for any payment required by the service authorities for the
      installation of meters

10.   Deleterious Materials

      The Landlord shall not in the construction of the Development use any high
      Alumina cement, permenant woodwool shuttering, concrete containing Calcium
      chloride (except concrete containing quantities of calcium chloride Within
      acceptable tolerance levels in accordance with BS882 and BS8110) Asbestos
      or asbestos based materials, silicate bricks or tiles, sea dredges or sea
      Washed aggregates (save where the same comply with BS882 and BS8110)
      Concrete having a drying shrinkage in excess of 0.045% colliery waste as a
      Filling material, pot and rib type construction for suspended
      floors/roofs, Hollow bricks/blocks (exclusive of perforated bricks) and
      brickwork/blockwork with a soluble sulphate content in excess of 0.5% and
      any other substances not in accordance with British Standards Institution
      Standard or Codes of Practice or which have been identified as deleterious
      in a publication of the British Research Establishment

10.   Insurance

      The Landlord shall or shall procure the Building Contractor to maintain
      insurance of the Landlord's Works in accordance with the Building Contract
      and the Landlord shall cause the Premises to be insured in accordance with
      the provisions set out in relation to insurance in the Lease on or with
      effect from Practical Completion of the Unit

11.   Defects

11.1  Any defects shrinkage or other faults (other than shrinkage cracks of a
      hairline Nature normally occurring as a result of drying out) which may
      appear in the Premises within the period of six months after the date of
      Practical Completion of the Unit arising from any defect in the
      construction of the Premises or from faulty workmanship or materials or
      from frost occurring before Practical Completion of the Unit shall
      forthwith be made good by the Landlord at its own cost to the reasonable
      satisfaction of the Tenant the Landlord causing or procuring the minimum
      inconvenience and disruption reasonably possible to the Tenant's business

11.2  If any structural or design defect or defect arising under the Building
      Contract Shall at any time appear in the Premises the Landlord will at the
      request of the Tenant but at the Tenant's expense (subject to the
      provision of security for such expenses as the Landlord shall require)
      take such action (including legal proceedings) against any member of the
      Construction Team as the Tenant shall reasonably require and the Tenant
      shall be reimbursed in respect of any contribution towards the cost of
      taking such action that is recovered by the Landlord from the relevant
      member of the Construction Team
<PAGE>

11.3  If any structural or design defect shall at any time appear in the
      Development (other than the Premises) the Landlord will if reasonable to
      do so and at the request of the Tenant at its own expense take such action
      (including legal proceedings if reasonable to do so) against any member of
      the Construction Team as the Tenant shall reasonably require and use all
      reasonable endeavours to procure that credit for all sums so recovered are
      set off against the service charge liability under the Lease

12.   CDM

      The Landlord and the Tenant each agree that in undertaking their
      respective works they will each comply with the Construction (Design and
      Management) Regulations 1994

13.   General

13.1  As from the date of Practical Completion of the Premises the parties
      hereto Shall observe and perform and be otherwise subject to and have the
      benefit of all their respective covenants and other conditions and
      obligations to be contained in the Lease to the extent permitted by law
      notwithstanding that it shall not at that date have been completed

13.2  The Tenant shall not assign or part with its interest under this
      Agreement

13.3  Notwithstanding the execution of the Lease this Agreement shall remain in
      force with regard to anything remaining to be done performed or observed
      hereunder and not provided for in the Lease

13.4  If any dispute or question whatsoever shall arise between the parties
      hereto with respect to any clause or thing herein the matter in dispute
      shall be determined by a single Arbitrator in accordance with the
      Arbitration Acts 1950 to 1979 or any statutory modification or
      re-enactment thereof for the time being in force whose decision (save in
      the case of manifest error) shall be final and binding

14.   Title

14.1  The Landlord's title is unregistered and shall commence with a conveyance
      on Sale dated the 15th November 1983 between F H Martin (1) and Landread
      Limited (2)

14.2  The Premises are to be demised subject to all mattes contained mentioned
      in te documents of title (except those relating to any Mortgage or Legal
      Charge entered into by the Landlord). An Abstract of Title having been
      supplied to the Tenant prior to the signing hereof it shall be deemed to
      take the Lease subject to all such entries and shall raise no objection or
      requisition in respect thereof other than the usual Stat Plus requisition
      or any requisitions arising as a consequence of any pre-completion
      searches

15.   Tenant's Works
<PAGE>

15.1    In this Clause:

        15.1.1  "Tenant's Approvals" means all (if any) approvals consents
                permissions and licenses of any local other competent Authority
                which may from time to time be necessary to enable the Tenant
                lawfully to commence and to carry out the Tenant's Works

        15.1.2  "Tenant's Plans" means detailed plans drawings and
                specifications setting out the Tenant's proposals for the
                Tenant's Works and such other documents and information as to
                the nature and extent of the Tenant's Works as are annexed
                hereto and marked "Tenants Plans" and such other drawings
                prepared on a 1:100 scale by or on behalf of the Tenant as are
                consistent herewith

15.2    The Tenant shall at its own expense apply for and use all reasonable
        endeavours to obtain without delay all Tenant's Approvals and serve
        notice thereof upon the Landlord as soon as practicably possible
        following the determination of any Application

15.3    To the extent that the Tenant has possession of the Premises at any time
        before Completion of the Lease the Tenant shall hold the same as tenant
        at will of the Landlord with effect from that date ("Entry Date") in
        that regard and shall pay rent calculated on a daily basis at the same
        rate as the rent and service charge stipulated in the Lease

15.4    The Tenant shall at its own expense carry out and with all due
        expedition Complete the Tenant's Works:

        15.4.1  in a good and workmanlike manner and with sound materials of
                their respective kinds

        15.4.2  in accordance with the Tenant's Plans

        15.4.3  in accordance with the terms of the Tenant's Approvals and
                otherwise in compliance with all requirements of the local and
                any other competent Authority

        15.4.4  in such a way as to ensure that obstruction to or interference
                with the carrying out of the Development is kept to a reasonable
                minimum

        15.4.5  to the reasonable satisfaction of the Architect in all respects

        15.4.6  in a reasonable manner so as not to cause any damage or danger
                interruption or obstruction to any adjoining or neighbouring
                property or the use and enjoyment thereof

15.5  The Tenant shall:
<PAGE>

        15.5.1  pay and indemnify the Landlord against all fees charges and
                other payments whatever which may at any time be payable to any
                local or other competent Authority in respect of the Tenant's
                Works

        15.5.2  be answerable for and indemnify the Landlord against all actions
                costs claims demands and liability whatever in relation to any
                failure by the Tenant to comply with its obligations herein or
                in relation to any claim made by any adjoining owner or occupier
                or member of the public or other person in connection with the
                carrying out of the Tenant's Work

        15.5.3  with effect from the Completion Date or the Entry Date if
                earlier pay and indemnify the Landlord against all rates taxes
                assessments duties charges impositions and outgoings from time
                to time charged upon the Premises or the owner or occupier of
                them

15.6    The Landlord shall procure that as soon as practicable after the
        Tenant's Works have been substantially completed to the reasonable
        satisfaction of the Architect in all respects the Architect shall issue
        to the Landlord and the Tenant a certificate to that effect

15.7    Subject as otherwise expressly provided herein all fixtures and
        additions Affixed to or installed in the Premises as part of the
        Tenant's fitting out works shall become and remain Tenants Fixtures
        notwithstanding that any of them may be affixed or installed after
        completion of the Lease

15.8    from the commencement of the Tenant's Works until completion of the
        Lease the Tenant shall insure or cause to be insured the Tenant's Works
        in the joint names of the Landlord and the Tenant against loss or damage
        by such risks as the Landlord shall reasonably require in an amount
        equal to the full cost of reinstating the Tenant's Works (or such part
        of the Tenant's Works as shall from time to time have been carried out)
        in the event of their total destruction together with the cost of
        demolition site clearance architect and other professional fees and
        shall produce evidence of such cover to the Landlord upon request and
        apply all monies received from any such policy of insurance in
        reinstating the Tenant's Works and in so far as such proceeds are not so
        applied they shall belong to the parties in proportion to their
        respective interests

15.9    the Tenant shall not do or permit nor suffer to be done on the
        Development or in relation to the Premises and whether or not in
        relation to the Tenant's Works anything which might render void or
        voidable any policy of insurance effected by the Landlord in respect of
        the Development or the Site or the Premises

16.     Notices

        Any demand or notice to be served on the Tenant or any Surety hereunder
        shall be validly served if sent by first class post addressed to the
        Tenant or the Surety respectively (and if there shall be more than one
        of them then to any of them) at its registered office or its last known
        address or at the Premises. Any Notice to be served on the Landlord
        shall be validly served if sent by first class post addressed to the
        Landlord at its registered office Any demand or notice sent

<PAGE>

      by post shall be conclusively treated as having been served Forty eight
      hours after posting

17    Surety's Covenant

17.1  The Surety agrees to observe and perform each and every obligation of The
      Tenant set out or referred to in this Agreement

17.2  If the Tenant fails to duly observe and perform the Tenant's Obligations
      and stipulations of this Agreement or any of them the Surety shall make
      good to the Landlord all reasonably and proper loss damage costs and
      expenses arising as a result of such failure

17.3  No neglect or forbearance on the part of the Landlord in enforcing
      Observance and performance by the Tenant of any of the Tenant's
      obligations and stipulations herein and no time or other indulgence given
      by the Landlord to the Tenant shall release discharge or in any way affect
      the liability of the Surety under this clause


Executed as a Deed by E J Lord Limited
acting by                     a Director
and                           Company Secretary

Executed as a Deed by a BioProgress Limited
acting by Graham Robert Mason Hind, a Director
and James Timothy Chapman Longley, Company Secretary

Signed as a deed on behalf of BioProgress Inc, A company incorporated in the
State of Nevada, USA by James Timothy Chapman Longman, being the person who, in
accordance with the laws of that territory, is acting under the authority of the
Company