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                                                                   Exhibit 10.20

                                   INDUSTRIAL LEASE
                                           
1.     Parties.   This Lease, dated, for reference purposes only June 7, 1991, 
is made by and between TOBER & AGNEW PROPERTIES, INC., a Delaware corporation
(herein called "Lessor") and TSD BioServices, a Delaware general partnership
(herein called "Lessee").

2.     Premises.  Lessor hereby leases to Lessee and Lessee leases from Lessor
for the Term (as hereinafter defined)at the rental, and upon all of the
conditions set forth herein, all that certain space (the "premises") which is
the portion of the building erected on lots 32 and 33, at 128 Sandy Drive,
Newark, Delaware as more fully shown on the plan attached hereto as Exhibit
"A", consisting of Seven Thousand Six Hundred Fifty (7,650) square feet, more
or less.  The Premises includes all fixtures,improvements, additions and other
property installed therein at the commencement Date (as hereinafter defined) or
at any time during the time of this lease (other than Tenant's movable personal
property and trade fixtures) together with the right to use, in common with
others, any entrances, lobbies, hallways parking lot, walkways, elevators and
other public portions of the building in which the Premises is located
(the "Building") The Building contains 25,600 square feet.

3.     Term.

       3.1. Term.  The term of this lease and Lessee's obligation to pay rent
hereundershall commence upon the date when the premises is ready for occupancy
and a certificate of occupancy or equivalent certificate has been issued by the
appropriate governmental agency (the "Commencement Date") The premises shall be
deemed ready for occupancy when Lessor has substantially completed the work
depicted or described on the plans and specifications listed in Exhibit "B" 
attached hereto (the "Tenant Improvement Work").  The parties agree to execute 
an Addendum contemporaneously with the execution of this lease which sets forth
the parties, rights and duties with respect to the Tenant Improvement Work.  
"Substantial Completion" shall mean such completion as shall enable Lessee to 
reasonably and conveniently use and occupy the premises for the conduct of its
business.  The term ("Term") of this lease shall end five (5) years after the
commencement Date.  The parties agree to confirm the commencement Date in
writing.

       3.2. Delay in Possession.  If for any reason Lessor cannot deliver
possession of the premises to Lessee on the commencement Date, Lessee shall
not be obligated to pay rent until possession of the premises is tendered to
Lessee.

4.     Use.

       4.1. Use.  The premises shall be used and occupied for the following: 
office and laboratory uses and the manufacturing of immunological reagents 
and ascites and any uses accessory thereto or any other use which is reasonably
comparable and for no other purpose.

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5.     Base Rent.

               (a)  Lessee shall pay to Lessor as rent for the premises, (the
"Base Rent"), in advance, in fixed monthly payments on the first day of each
month of the Term.

               (b)  From the Commencement Date until the first anniversary of
the commencement Date, the Base Rent shall be an amount to be computed at the
rate of $3.95 annually per square foot.

               (c)  Rent for any period during the Term hereof which is for less
than one month shall be a pro rata portion of the monthly installment.

               (d)  Rent shall be payable in lawful money of the United States
to Lessor at the address stated herein or to such other persons or at such 
other places as Lessor may designate in writing.

               (e)  commencing on the first anniversary of the Commencement
Date, and on each anniversary of the commencement Date thereafter through the
end of the Term and any renewal thereof, the Base Rent shall be computed in
accordance with the provisions of this subparagraph.  In the event the Consumer
Price Index for Urban Wage Earners and clerical Workers in the city of 
Philadelphia (1967 = 100) (hereinafter called the "Price Index") or a successor
or substitute index appropriately adjusted, reflects an increase in the cost of
living for the month immediately preceding such anniversary date ("Adjustment
Month") over and above such cost of living as reflected by the Price Index as
it existed for the month immediately preceding the prior anniversary date 
(hereinafter called the "Base Index"), the Base Rent during such lease year 
shall equal to the number of square feet in the Premises, multiplied by $3.95
plus the product of (i) $3.95 (as adjusted in the prior year in accordance 
with this subparagraph) multiplied by (ii) the lesser of (A) five percent 5% or
(B) a fraction, the numerator of which is the Price Index for the Adjustment 
Month and the denominator of which is the Base Index (but in no event shall 
such increase be less than 4%).  In the event that such determination cannot 
be made until after any anniversary of the commencement Date, the increase in
the monthly rental payments due for the months prior to such determination 
shall bepaid to Lessee upon the date the next payment of rent is due following
such determination.

6.     Operating Expenses.  In addition to the Base Rent, Lessee will pay to 
Lessor as additional rent Lessee's operating Expense Share of the amount of 
Operating Expenses paid, payable or incurred by Lessor in each year of the Term
and Lessee's Tax Share of the real property taxes payable by Lessor in each 
year of the Term, and Lessee's share of the premiums for required insurance 
payable by Lessor.  As used in this lease the following terms shall be defined
as hereinafter provided:

          (a)  Lessee's operating Expense Share shall be thirty percent (30%);

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          (b)  "Operating Expenses" shall mean the following:

                    (i) Costs of cleaning, repairing and maintaining the 
Common Areas of the Building (including the costs for snow removal).  As used 
in this lease, the term "common areas" means, without limitation, the 
entrances, lobbies, trash facilities, driveways, walkways, landscaping and all 
other areas and facilities, including the plumbing, electrical, and sprinkler
systems, ductwork, roof and exterior wall and windows, in the Building which 
are provided for and designated from time to time by Lessor for the general 
non-exclusive use and convenience of Lessee and its employees, invitees, 
licensees or other visitors.  Lessor grants Lessee, its employees,invitees, 
licensees and other visitors a non-exclusive license for the Term to use the 
common Areas; and 

                   (ii) The cost of premiums for the insurance required under 
paragraphs 9.1 and 9.3 (provided that Lessee shall pay 100% of any increase in 
or component of any such premiums directly attributable to the construction of 
the Tenant Improvement Work and the specialty equipment installed);

                  (iii) Notwithstanding anything else contained in this 
paragraph, "Operating Expenses" shall not include: (i)      any capital 
additions made to the Building; (ii)repairs or other work occasioned by fire, 
windstorm, or other insured casualty or hazard; (iii) leasing commissions and 
advertising expenses incurred inprocuring new tenants; (iv) repairs or 
rebuilding necessitated by condemnation to the extent that Lessor has received 
condemnation proceeds for such repairs or rebuilding; (v)any depreciation and 
amortization of the Building; (vi) principal or interest payments on any 
indebtedness applicable to the Building or the Premises, including any mortgage
debt or ground rents payable under any ground lease for the Building.

               (c)  Lessee's Tax Share shall be 30% of the real property taxes 
assessed on the date hereof, plus 100% of any increase in such taxes directly 
attributable to the construction of the Tenant Improvement Work;

               (d)  As used herein the term "real property tax" shall include 
any form of real estate tax or assessment, general, special, ordinary or 
extraordinary, and any license fee, commercial rental tax, improvement bond or 
bonds, levy or tax (other than inheritance, personal income or estate taxes) 
imposed on the Premises by any authority having the direct or indirect power to
tax, including any city, state or federal government, or any school, 
agricultural, sanitary, fire, street, drainage or other improvement district 
thereof, as against any legal or equitable interest of Lessor in the Premises 
or in the real property of which the Premises is a part, as against Lessor's 
right to rent or other income therefrom, and as against Lessor's business of 
leasing the Premises.  The term "real property tax" shall also include any tax,
fee, levy, assessment or charge in substitution of, partially or totally, any 
tax, fee, levy, assessment for charge hereinabove included within the definition
of "real property tax."

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                    All payments of additional rent for Operating Expenses 
payable by Lessee shall be paid within ten days of receipt by Lessee of 
Lessor's statement of amounts due, which statement shall include at Lessee's 
request copies of relevant invoices and receipts.  All payments of additional 
rent for real property taxes payable by Lessee shall be paid within the period 
prescribed by law for the payment thereof without penalty or interest; provided
that Lessor has sent to Lessee copies of such tax bills when received from the 
taxing authority.

7.      Compliance with Law; Environmental Matters.

        7.1. Compliance With Law.

               (a)  Lessor warrants to Lessee that the Premises, in its state 
existing on the commencement Date, and the above described uses do not violate 
any covenants or restrictions of record, or any applicable zoning or building 
code, regulation or ordinance in effect on said date.  In the event it is 
determined that this warranty has been violated, then it shall be the 
obligation of the Lessor to promptly, at Lessor's sole cost and expense, 
rectify any such violation.

               (b)  Except as provided in paragraph 7.2(a), Lessee shall, at 
Lessee's expense, comply promptly with all applicable statutes, ordinances, 
rules, regulations, orders, covenants and restrictions of record, and 
requirements in effect during the Term or any part of the term hereof, 
regulating the use by Lessee of the Premises.

          7.2. Environmental Matters.  Lessor represents and warrants that all 
activities at the Premises since Lessor's acquisition or Premises have been and
are being conducted in compliance with all statutes, ordinances, regulations, 
orders, and requirements of common law concerning (i) those activities, (ii) 
repairs or construction of any improvements, (iii) handling of any materials, 
(iv) discharges to the air, soil, surface, or groundwater, and (v) storage, 
treatment, or disposal of any waste at or connected with any activity at the 
Premises ("Environmental Statutes").

               Lessor represents and warrants that no contamination is present 
at the Premises.  The term "Contamination" means the uncontained presence of 
Hazardous Substances at the Premises, or arising from the Premises which may 
require remediation under any applicable law.  The term Hazardous Substances" 
means "hazardous substances" as defined pursuant to the comprehensive 
Environmental Response, compensation and Liability Act, as amended, "regulated 
substances" within the meaning of Subtitle I of the Resource Conservation 
Recovery Act, as amended, "hazardous wastes", as defined pursuant to the 
Delaware Hazardous Waste Management Act, or "regulated substances" as defined 
pursuant to the Del aware Underground Storage Tank Act.

               Lessor represents and warrants that no portion of the Premises 
constitutes any of the following "Environmentally Sensitive Areas":

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                    (i)     a wetland or other "water of the United States"   
         for purposes of section 404 of the federal clean Water Act or any 
         similar area regulated under any state law;

                    (ii)    a portion of the coastal zone for purposes of the 
          Federal Coastal Zone Management Act and the Delaware Coastal Zone 
          Act; or

                    (iii)   any other area, including but not limited to a 
          floodplain or other flood hazard area, the development of which is 
          specially restricted under any applicable law by reason of its 
          physical characteristics or prior use.

          Lessor represents and warrants that no tanks for the storage of any 
liquid or gas are present on the Premises except for two underground 500 
gallon liquid propane tanks.

          Lessor represents and warrants that (i) at no point in any 
structure at the Premises will air radiation levels exceed 4 
picocuries/liter, (ii) Lessor does not know or have reason to know of any 
investigation of the Premises for the presence of radon gas or the presence 
of the radioactive decay products of radon (collectively "radon") and (iii) 
Lessor has provided to Lessee a report of each investigation relevant to the 
presence of Radon at the Premises of which Lessor has any knowledge.

          The parties hereby agree that if any of the representations or 
warranties contained in this paragraph 7.2 shall prove to be incorrect, or if 
Lessor breaches any covenant contained in this paragraph 7.2, Lessor shall be 
afforded an opportunity to cure such default provided that (i) such breach or 
condition is susceptible of remediation within a reasonable amount of time as 
determined by Lessee; and (ii) Lessor begins promptly after the discovery of 
such breach or condition diligently to remedy same and continues such 
diligent efforts until satisfactory remediation has been achieved.

          Lessor shall indemnify and hold Lessee harmless of, from, and 
against any and all expense, loss or liability suffered by Lessee by reason 
of the Lessor's breach of any provision of this Section including, but not 
limited to, (i) costs to comply with any Environmental Statutes; (ii) costs 
to study or to remedy contamination of the Premises or arising from the 
Premises; (iii) costs incident to the study or removal of tanks, their 
contents or associated Contamination; (iv) cost to prevent air radiation 
levels in any structure hereafter erected in the Premises from exceeding 4 
picocuries/liter or to reduce air radiation levels in any structure on the 
Premises to 4 picocuries/liter or less; (v) fines, penalties, or other 
sanctions assessed due to Lessor's failure to have complied with 
Environmental Statutes; (vi) loss of value of the Property by reason of a 
failure to comply with Environmental Statutes or the presence on the Property 
of any Hazardous Substance, tank, Environmentally Sensitive Feature or Radon; 
and (vii) legal and professional fees and costs in connection with the 
foregoing.  For purposes of this subparagraph, the term "lessee" shall mean 
Lessee, its successors and assigns.  Nothing herein shall be construed to 
include (i) any condition or occurrence arising out of Lessee's activities in 
or on the Premises, or (ii) any consequential damages or losses sustained by 
Lessee as a result of interruption of 

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Lessee's business activities or the dislocation of Lessee's facilities as a 
result of a default pursuant to this paragraph 7.2.

     7.3. Condition of Premises.

          (a)  Lessor shall deliver the Premises to Lessee clean and free of 
debris on the Commencement Date and Lessor further warrants to Lessee that 
the Tenant Improvement Work in the Premises shall be in good operating 
condition on the Commencement Date.  In the event that it is determined that 
this warranty has been violated, then it shall be the obligation of Lessor, 
after receipt of written notice from Lessee setting forth with specificity 
the nature of the violation, to promptly, at Lessor's sole cost, rectify such 
violation.

          Within thirty (30) days after the commencement Date, Lessee shall 
give Lessor a written list (the "Punch List") of all contended defects in 
Lessor's construction work and of all contained variances in Lessor's work as 
described in Exhibit "HO attached hereto.  Lessor shall correct all items on 
the Punch List within thirty (30) days after Lessor's receipt of the Punch 
List, unless the nature of the defect or variance is such that a longer 
period of time is required to repair or correct the same, in which case 
Lessor shall exercise due diligence in correcting such defect or variance at 
the earliest possible date and with a minimum of interference with Lessee's 
operations.  Nothing in this subparagraph shall be deemed a waiver by Lessee 
of Lessor's warranty contained in paragraph 7.3(a) for violations discovered 
after delivery of the Punch List.

8.        Maintenance, Repairs, Alterations and Building Services.

          8.1. Lessor's Obligations.

          (a)  Lessor shall keep in good order, condition and repair the 
Common Areas of the Building, and the heating, ventilation and air 
conditioning system installed for the use of the Premises (the "HVAC").

          (b)  If Lessor fails to perform Lessor's obligations under this 
paragraph 8.1 or under any other paragraph of this lease, Lessee may at 
Lessee's option and upon 10 days' prior written notice to Lessor (except in 
the case of emergency, in which case no notice shall be required), perform 
such obligations on Lessor's behalf and put the Common Areas and HVAC in good 
order, condition and repair, and the cost thereof shall be offset against the 
installment rent next due.

          8.2. Lessee's Obligations.  Lessee, at its expense, shall maintain 
and keep inood order, condition and repair the plumbing, electric, HVAC, 
lighting, fixtures, interior walls, ceilings, floors, windows, doors and 
plate glass located in, on, or within the Premises or any part thereof, and 
which are for the exclusive use of the Premises or Lessee.  Lessor shall 
procure and maintain at Lessee's expense an HVAC maintenance agreement, which 
shall be in form and substance reasonably satisfactory to Lessee.  On the 
last day of the Term hereof, or on any sooner 

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termination, Lessee shall surrender the Premises to Lessor in the same 
condition as received, ordinary wear and tear excepted, clean and free fo 
debris.

          8.3. Alterations and Additions.

          (a)  Lessee shall not, without Lessor's prior written consent, 
which consent shall not be unreasonably withheld or delayed, make any 
alterations, improvements, additions, or Utility Installations in, on or 
about the Premises, except for nonstructural alterations not exceeding 
$7,500.  In any event, whether or not in excess of $7,500 in cost, Lessee 
shall make no change or alteration to the exterior of the Premises nor the 
exterior of the Building without Lessor's prior written consent.  As used in 
this paragraph 8.3 the term "Utility Installation" shall mean air lines, 
power panels, electrical distribution systems, lighting fixtures, space 
heaters, air conditioning, plumbing, and fencing.  Should Lessee make any 
alterations, improvements, additions or Utility Installations without the 
prior approval of Lessor, Lessor may require that Lessee remove any or all of 
the same.

          (b)  Any alterations, improvements, additions or Utility 
Installations in or about the Premises that Lessee shall desire to make and 
which requires the consent of the Lessor shall be presented to Lessor in 
written form, with proposed detailed plans.  If Lessor shall give its 
consent, the consent shall be deemed conditioned upon Lessee acquiring a 
permit to do so from appropriate government agencies, the furnishing of a 
copy thereof to Lessor prior to the commencement of the work and the 
compliance by Lessee of all conditions of said permit in a prompt and 
expeditious manner.

          (c)  Lessee shall pay, when due, all claims for labor or materials 
furnished to or for Lessee at or for use in the Premises, which claims are or 
may be secured by any mechanics, or materialmen's lien against the Premises 
or any interest therein.  Lessee shall give Lessor not less than ten (10) 
days' notice prior to the commencement of any work in the Premises, and 
Lessor shall have the right to post notices of nonresponsibility in or on the 
Premises as provided by law.  If Lessee shall, in good faith, contest the 
validity of any such lien, claim or demand, then Lessee shall, at its sole 
expense defend itself and Lessor against the same and shall pay and satisfy 
any such adverse judgment that may be rendered thereon before the endorsement 
thereof against the Lessor or the Premises, upon the condition that if Lessor 
shall require, Lessee shall furnish to Lessor a surety bond satisfactory to 
Lessor in an amount equal to such contested lien claim or demand indemnifying 
Lessor against liability for the same and holding the Premises free from the 
effect of such lien or claim and shall obtain release of such lien by 
substitution of such surety bond as security therefor.  In addition, Lessor 
may require Lessee to pay Lessor's attorneys fees and costs in participating 
in such action if Lessor shall decide it is to its best interest to do SO.

          (d)  Unless Lessor requires their removal, as set forth in 
paragraph 8.3(a), all alterations, improvements, additions and Utility 
Installations, which may be made on the

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Premises, shall become the property of Lessor and remain upon and be 
surrendered with the Premises at the expiration of the Term.

9.        Insurance; Indemnity.

          9.1. Liability Insurance - Lessor.  Lessor shall obtain and keep in 
force during the Term of this lease a policy of Combined Single Limit Bodily 
Injury and Property Damage Insurance, insuring Lessor and Lessee against any 
liability arising out of the ownership, use or occupancy maintenance of the 
Premises and all areas appurtenant thereto in an amount not less than 
$500,000 per occurrence.

          9.2. Liability Insurance - Lessee.  Lessee shall obtain and keep in 
force during the Term of this lease a policy of combined Single Limit Bodily 
Injury and Property Damage Insurance, insuring Lessor and Lessee against any 
liability arising out of the use or occupancy of the Premises and all areas 
appurtenant thereto in an amount not less than $500,000 per occurrence.

          9.3. Property Insurance.  Lessor shall obtain and keep in force 
during the Term of this lease a policy or policies of insurance covering loss 
or damage to the Building, including Lessee's fixtures, equipment or tenant 
improvements in an amount not to exceed the full replacement value thereof as 
the same may exist from time to time, providing protection against all perils 
included within the classification of fire, extended coverage, vandalism, 
malicious mischief, flood (in the event same is required by a lender having a 
lien on the Premises), special extended perils ("all risk", as such term is 
used in the insurance industry).

          9.4. Insurance Policies.  Insurance required hereunder shall be in 
companies holding a "General Policyholders Rating" of at least B plus, or 
such other rating as may be required by a lender having a lien on the 
Premises, as set forth in the most current issue of "Best Insurance Guide".  
Lessor and Lessee shall deliver to each other copies of policies of all 
insurance required under paragraph 8 or certificates evidencing the existence 
and amounts of such insurance.  No such policy shall be cancellable or 
subject to reduction of coverage or other modification except after thirty 
(30) days, prior written notice to the other.  Each party shall, at least 
thirty (30) days prior to the expiration of such policies, furnish the other 
with renewals thereof.  Lessee shall not do or permit to be done anything 
which shall invalidate the insurance policies referred to in paragraph 9.3.

          9.5. Waiver or Subrogation.  Lessee and Lessor each hereby release 
and relievehe other, and waive their entire right of recovery against the 
other for loss or damage arising out of or incident to the perils insured 
against under paragraph 9.3, which perils occur in, on or about the Premises, 
whether due to the negligence of Lessor or Lessee or their agents, employees, 
contractors and/or invitees.  Lessee and Lessor shall, upon obtaining the 
policies of insurance required hereunder, give notice to the insurance 
carrier or carriers that the foregoing mutual waiver of subrogation is 
contained in this lease.

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          9.6. Indemnity.  Lessee shall indemnify and hold harmless Lessor 
from and against any and all claims arising from Lessee's use of the 
Premises, or from the conduct of Lessee's business or from any activity,  
work or things done, permitted or suffered by Lessee in or about the Premises 
or elsewhere and shall further indemnify and hold harmless Lessor from and 
against any and all claims arising from any breach or default in the 
performance of any obligation on Lessee's part to be performed under the 
terms of this lease, or arising from any negligence of the Lessee, or any of 
Lessee's agents, contractors, or employees, and from and against all costs, 
attorneys' fees, expenses and liabilities incurred in the defense of any such 
claim or any action or proceeding brought thereon; and in case any action or 
proceeding be brought against Lessor by reason of any such claim.  Lessee 
upon notice from Lessor shall defend the same at Lessee's expense by counsel 
satisfactory to Lessor.

               Lessor shall indemnify and hold harmless Lessee from and 
against any and all claims arising from any breach or default in the 
performance of any obligation on Lessor's part to be performed under the 
terms of this lease, or arising from any negligence of the Lessor, or any of 
Lessor's agents, contractors, or employees, and from and against all costs, 
attorneys' fees, expenses and liabilities incurred in the defense of any such 
claim or any action or proceeding brought thereon; and in case any action or 
proceeding be brought against Lessee by reason of any such claim. Lessor upon 
notice from Lessee shall defend the same at Lessor's expense by counsel 
satisfactory to Lessee.

10.       Damage or Destruction.

          10.1.     Definitions.

                    (a)  "Premises Partial Damage" shall herein mean damage 
or destruction to the Premises to the extent that the cost of repair is less 
than 50% of the fair market value of the Premises immediately prior to such 
damage or destruction. "Premises Building Partial Damage" shall herein mean 
damage or destruction to the Building of which the Premises are a part to the 
extent that the cost of repair is less that 50% of the fair market value of 
the Building as a whole immediately prior to such damage or destruction.

                    (b)  "Premises Total Destruction" shall herein mean 
damage or destruction to the Premises to the extent that the cost of repair 
is 50% or more of the fair market value of the Premises immediately prior to 
such damage or destruction.

                    (c)  "Insured Loss" shall herein mean damage or 
destruction which was caused by an event required to be covered by the 
insurance described in paragraph 10.

          10.2.     Partial Damage - Insured Loss.  Subject to the provisions 
of paragraph 10.4, 10.5 and 10.6, if at any time during the Term of this 
lease there is damage which is an Insured loss and which falls into the 
classification of Premises Partial Damage or Premises Building Partial 
Damage, then Lessor shall, at Lessor's sole cost, repair such damage, 
including Lessee's fixtures, 

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equipment or tenant improvements as soon as reasonably possible and this 
lease shall continue in full force and effect.

          10.3.     Partial Damage - Uninsured Loss.  Subject to the 
provisions of paragraphs 10.4, 10.5 and 10.6, if at any time during the Term 
of this lease there is damage which is not an Insured loss and which fails 
within the classification of Premises Partial Damage or Premises Building 
Partial Damage, unless caused by a willful act of Lessee (in which event 
Lessee shall make the repairs at Lessee's expense), Lessor may at Lessor's 
option either (i) repair such damage as soon as reasonably possible at 
Lessor's expense, in which event this lease shall continue in full force and 
effect, or (ii) give written notice to Lessee within fifteen (15) days after 
the date of the occurrence of such damage of Lessor's intention to cancel and 
terminate this lease.  In the event Lessor shall give such notice of Lessor's 
intention to cancel and terminate this lease, Lessee shall have the right 
within fifteen (15) days after the receipt of such notice to give written 
notice to Lessor of Lessee's intention to repair such damage at Lessee's 
expense, in which event this lease shall continue in full force and effect, 
and Lessee shall proceed to make such repairs as soon as reasonably possible. 
 If Lessee does not give such notice within such 15-day period this lease 
shall be cancelled and terminated and Lessee shall have no further 
obligations or duties thereunder including the payment of rent as of the date 
of the occurrence of such damage.

          10.4.     Total Destruction.  If at any time during the term of 
this lease there is damage, whether or not an Insured loss, (including 
destruction required by any authorized public authority), which falls into 
the classification of Premises Total Destruction or Premises Building Total 
Destruction, this lease shall automatically terminate and Lessee shall have 
no further obligations or duties thereunder including the payment of rent as 
of the date of such total destruction.

          10.5      Damage Year End of Term.

                    (a)  If at any time during the last six months of the 
Term of this lease there is damage, whether or not an Insured loss, which 
falls within the classification of Premises Partial Damage, Lessor and Lessee 
each has the option to cancel and terminate this lease as of the date of 
occurrence of such damage by giving written notice to the other of its 
election to do so within 30 days after the date of occurrence of such damage.

                    (b)  Notwithstanding paragraph 10.5(a), in the event that 
Lessee has an option to extend or renew this lease, and the time within which 
said option may be exercised has not yet expired, Lessee shall exercise such 
option, if it is to be exercised at all, no later that 25 days after the 
occurrence of an Insured loss falling within the classification of Premises 
Partial Damage during the last six months of the Term of this lease.  If 
Lessee duly exercises such option during said 25 day period, Lessor shall, at 
Lessor's expense, repair such damage as soon as reasonably possible and this 
lease shall continue in full force and effect.  If Lessee fails to exercise 
such option during said 25 day period, then less may at Lessee's option 
terminate and cancel this lease 

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as of the expiration of said 25 day period by giving written notice to Lessee 
of Lessor's election to do so within 5 days after the expiration of said 25 
day period, notwithstanding any term or provision in the grant of option to 
the contrary.

          10.6.     Abatement of Rent; Lessee's Remedies.

                    (a)  In the event of damage described in paragraphs 10.2 
or 10.3 and Lessor or Lessee repairs or restores the Premises pursuant to the 
provisions of this paragraph 10, the rent payable hereunder for the period 
during which such damage, repair or restoration continues shall be abated in 
proportion to the degree to which Lessee's use of the Premises is impaired.  
Except for abatement of rent Lessee shall have no claim against Lessor for 
any damage suffered by reason of any such damage, destruction, repair or 
restoration.

                    (b)  If Lessor shall be obligated to repair or restore 
the Premises under the provisions of this paragraph 10 and shall not commence 
meaningful repair or restoration within 30 days after such obligations shall 
accrue, Lessee may at Lessee's option cancel and terminate his lease by 
giving Lessor written notice of Lessee's election to do so at any time prior 
to Lessor's meaningful commencement of such repair or restoration.  In such 
event this lease shall terminate as of the date of such notice and Lessee 
shall have no further obligations or duties thereunder, including the payment 
of rent, as of the date of the occurrence of the damage.

          10.7.     Termination Advance Payments.  Upon termination of this 
lease pursuant to this paragraph 10, an equitable adjustment shall be made 
concerning any advance rent and any advance payments made by Lessee to Lessor.

          10.8.     Waiver.  Lessor and Lessee waive the provisions of any 
statutes which relate to termination of leases when leased property is 
destroyed and agree that such event shall be governed by the terms of this 
lease.

11.       Utilities.  Lessee shall pay for all water, gas, heat, light, 
power, telephone and other utilities and services supplied to the Premises, 
together with any taxes thereon.  Such services are to be separately metered 
to Lessee.

12.       Assignment and Subletting.

          12.1      Lessor's Consent Required.  Lessee shall not voluntarily 
or by operation of law assign, transfer, mortgage, sublet, or otherwise 
transfer or encumber all of any part of Lessee's interest in this lease or in 
the Premises, without Lessor's prior written consent, which Lessor shall not 
unreasonably withhold or delay.  Lessor shall respond in writing to Lessee's 
request for consent hereunder in a timely manner and any attempted 
assignment, transfer, mortgage, encumbrance or subletting without such 
consent shall be void and shall constitute a breach of this lease.

                                       11

<PAGE>

          12.2      Lessee Affiliate.  Notwithstanding the provisions of 
paragraph 12.1 hereof, Lessee may assign or sublet the Premises, or any 
portion thereof, without Lessor's consent, to any corporation which controls, 
is controlled by or is under common control with Lessee, or to any 
corporation resulting from the merger or consolidation with Lessee, or to any 
person or entity, which acquires all or substantially all of the assets of 
Lessee as a going concern of the business that is being conducted on the 
Premises, provided that said assignee assumes, in full, the obligations of 
Lessee under this lease.  Any such assignment shall not, in any way, affect 
or limit the liability of Lessee under the terms of this lease even if after 
such assignment or subletting the terms of this lease are changed or altered, 
provided, however, that any material change to the terms of this lease 
(including, but not limited to, the Term or Rent) after such an assignment or 
subletting, shall require the prior consent of Lessor and any such change 
made without Lessor's prior consent shall not be binding on Lessor.

          12.3      No Release of Lessee.  Regardless of Lessor's consent, no 
subletting or assignment shall release Lessee of  Lessee's obligation or 
alter the primary liability of Lessee to pay the Rent and to perform all 
other obligations to be performed by Lessee hereunder.  The acceptance of 
Rent by Lessor from any other person shall not be deemed to be a waiver by 
Lessor or any provision hereof.  Consent to one assignment or subletting 
shall not be deemed consent to any subsequent assignment or subletting. In 
the event of default by any assignee of Lessee or any successor of Lessee, in 
the performance of any of the terms thereof, Lessor may proceed directly 
against Lessee without the necessity of exhausting remedies against said 
assignee.  Lessor may consent to subsequent assignments or subletting of this 
Lease or amendments or modifications to this Lease with assignees of Lessee 
or any successor of Lessee, and without obtaining its or their consent 
thereto and such action shall not relieve Lessee of liability under this 
Lease.

          12.4      Assignment Fees.  In the event Lessee shall assign or 
sublet the Premises then Lessee shall pay an assignment processing fee equal 
to $200.00 for each such request.

13.       Defaults; Remedies.

          13.1      Defaults.  The occurrence of any one or more of the 
following events shall constitute a material default and breach of this Lease 
by Lessee:

                    (a)  The failure by Lessee to make any payment of rent as 
and when due, where such failure shall continue for a period of five days 
after Lessee's receipt of written notice from Lessor.  In the event that 
Lessor serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable 
Unlawful Detainer statutes, such Notice to Pay Rent or Quit shall also 
constitute the notice required by this subparagraph;

                    (b)  The failure by Lessee to observe or perform any of 
the covenants, conditions or provisions of this Lease to be observed or 
performed by Lessee, other than described in paragraph (a) above, where such 
failure shall continue for a period of 30 days after written notice hereof 
from Lessor to Lessee; provided, however, that if the nature of Lessee's 

                                       12

<PAGE>

default is such that more than 30 days are reasonably required for its cure, 
then Lessee shall not be deemed to be in default if Lessee commenced such 
cure within said 30-day period and thereafter diligently prosecutes such cure 
to completion;

                    (c)  (i) The making by Lessee of any general arrangement 
or assignment for the benefit of creditors; (ii) Lessee becomes a "debtor" as 
defined in 11 U.S.C. Section 101 or any successor statute thereto (unless, in 
the case of a petition filed against Lessee, the same is dismissed within 60 
days); (iii) the appointment of a trustee or receiver to take possession of 
substantially all of Lessee's assets located at the Premises or of Lessee's 
interest in this lease, where possession is not restored to Lessee within 30 
days; or (iv) the attachment, execution or other judicial seizure of 
substantially all of Lessee's assets located at the Premises or of Lessee's 
interest in this lease, where such seizure is not discharged within 30 days.  
Provided, however, in the event that any provision of this paragraph 13.1(c) 
is contrary to any applicable law, such provision shall be of no force or 
effect;

                    (d)  The discovery by Lessor that any financial statement 
given to Lessor by Lessee, any assignee of Lessee, any subtenant of Lessee, 
any successor in interest of Lessee or any guarantor of Lessee's obligation 
hereunder, and any of them, was materially false.

          13.2      Remedies.  In the event of any such material default or 
breach by Lessee, Lessor may at any time after providing Lessee with written 
notice, but without limiting Lessor in the exercise of any right or remedy 
which Lessor may have by reason of such default or breach:

                    (a)  Terminate Lessee's right to possession of the 
Premises by any lawful means, in which case this lease shall terminate and 
Lessee shall immediately surrender possession of the Premises to Lessor.  In 
such event Lessor shall be entitled to recover from Lessee all damages 
incurred by Lessor by reason of Lessee's default including, but not limited 
to, the cost of recovering possession of the Premises; expenses of reletting, 
including necessary renovation and alteration of the premises, reasonable 
attorneys' fees, and any real estate commission actually paid; the worth at 
the time of award by the court having jurisdiction thereof of the amount by 
which the unpaid rent for the balance of the term after the time of such 
award exceeds the amount of such rental loss for the same period that Lessee 
proves could be reasonably avoided.

                    (b)  Maintain Lessee's right to possession in which case 
this lease shall continue in effect whether or not Lessee shall have 
abandoned the Premises.  In such event Lessor shall be entitled to enforce 
all of Lessor's rights and remedies under this lease, including the right to 
recover the rent as it becomes due hereunder;

                    (c)  Pursue any other remedy now or hereafter available 
to Lessor under the laws or judicial decisions of the State of Delaware.  
Unpaid installments of rent and other unpaid monetary obligations of Lessee 
under the terms of this lease shall bear interest from the date due at the 
maximum rate then allowable by law.

                                       13

<PAGE>

          13.3.     Default by Lessor.  Lessor shall not be in default unless 
Lessor fails to perform obligations required of  Lessor within a reasonable 
time, but in no event later than ten (10) days after written notice by Lessee
to Lessor and to the holder of any first mortgage or deed of trust covering
the Premises whose name and address shall have theretofore been furnished to
Lessee in writing, specifying wherein Lessor has failed to perform such 
obligation; provided, however, that if the nature of Lessor's obligation is 
such that more than ten (10) days are required for performance then Lessor 
shall not be in default if Lessor commences meaningful performance within such
10-day period and thereafter diligently prosecutes the same to completion.

          13.4.     Late Charges.  Lessee hereby acknowledges that late 
payment by Lessee to Lessor of rent and other sums due hereunder will cause 
Lessor to incur costs not contemplated by this lease, the exact amount of 
which will be extremely difficult to ascertain.  Such costs include, but are 
not limited to, processing and accounting charges, and late charges which may 
be imposed on Lessor by the terms of any mortgage or trust deed covering the 
Premises.  Accordingly, if any installment of rent shall not be received by 
Lessor or Lessor's designee within fifteen (15) days after such amount shall 
be due, then, without any requirement for notice to Lessee, Lessee shall pay 
to Lessor a late charge equal to 3% of such overdue amount.  The parties 
hereby agree that such late charge represents a fair and reasonable estimate 
of costs Lessor will incur by reason of late payment by Lessee.  Acceptance 
of such late charge by Lessor shall in no event constitute a waiver of 
Lessee's default with respect to such overdue amount, nor prevent Lessor from 
exercising any of the other rights and remedies granted hereunder.

14.       Condemnation.

          If the Premises or any portion thereof are taken under the power of 
eminent domain, or sold under the threat of the exercise of said power (all 
of which are herein called "condemnation"), this lease shall terminate as to 
the part so taken as of the date the condemning authority takes title or 
possession, whichever first occurs.  If more than 10% of the floor area of 
the Building, or more than 25% of the area of the Premises is taken by 
condemnation, Lessee may, at Lessee's option, to be exercised in writing 
within fifteen (IS) days after Lessor shall have given Lessee written notice 
of such taking (or in the absence of such notice, within fifteen (15) days 
after the condemning authority shall have taken possession) terminate this 
lease as of the date the condemning authority takes such possession.  If 
Lessee opts to terminate this lease as described in the foregoing, Lessee's 
obligations and duties under this lease shall cease as of the date of 
condemning authority take such possession.  If Lessee does not terminate this 
lease in accordance with the foregoing, this lease shall remain in full force 
and effect as to the portion of the Premises remaining, except that the rent 
shall be reduced in the proportion that the floor area of the Building taken 
bears to the total floor area of the Building situated on the Premises.  No 
reduction of rent shall occur if the only area taken is that which does not 
have a building located thereon.  Any award for the taking of all or any part 
of the Premises under the power of eminent domain or any payment made under 
threat of the exercise of such power shall be the property of Lessor, whether 
such award shall be made as compensation for diminution in value of the 
leasehold or for the taking of the' fee, or as severance damages; 

                                       14

<PAGE>

provided, however, that Lessee shall be entitled to any award for loss of or 
damage to Lessee's equipment, trade fixtures and removable personal property. 
In the event that this lease is not terminated by reason of such 
condemnation, Lessor shall to the extent of severance damages received by 
Lessor in connection with such condemnation, repair any damage to the 
Premises caused by such condemnation except to the extent that Lessee has 
been reimbursed therefor by the condemning authority.

15.       Brokers' Fees.

          Lessor shall be responsible for all brokers, commissions or 
finder's fees charged by Stoltz Realty and warrants to Lessee that no 
brokers' commissions, finders, fees or similar payments shall be claimed 
through Lessee in connection with the execution of this lease, and agrees to 
indemnify and hold Lessee harmless from any liability that may arise from 
such claims, including reasonable attorney's fees.

16.       Estoppel Certificate.

          (a)  Lessee shall at any time upon not less than 10 days, prior 
written notice from Lessor execute, acknowledge and deliver to Lessor a 
statement in writing (i) certifying that this lease is unmodified and in full 
force and effect (or, if modified, stating the nature of such modification 
and certifying that this lease, as so modified, is in full force and effect) 
and the date to which the rent is paid and (ii) acknowledging that there are 
not, to Lessee's knowledge, any uncured defaults, or events which with the 
passage of time would be defaults, on the part of Lessor hereunder, or 
specifying such defaults if any are claimed.  Any such statement may be 
conclusively relied upon by any prospective purchaser or encumbrancer of the 
Premises.

          (b)  At Lessor's option, Lessee's failure to deliver such statement 
within such time shall be a material breach of this lease or shall be 
conclusive upon Lessee (i) that this lease is in full force and effect, 
without modification except as may be represented by Lessor, (ii) that there 
are no uncured defaults in Lessor's performance, and (iii) that not more than 
one month's rent has been paid in advance or such failure may be considered 
by Lessor as a default by Lessee under this lease.

          (c)  If Lessor desires to finance, refinance, or sell the Premises, 
or any part thereof, Lessee hereby agrees to deliver to any lender or 
purchaser designated by Lessor such financial statements of Lessee as may be 
reasonable required by such lender or purchaser.  Such statements shall 
include to the extent available the past three years' financial statements of 
Lessee.  All such financial statements shall be received by Lessor and such 
lender or purchaser in confidence and shall be used only for the purposes 
herein set forth.

17.       Lessor's Liability.  The term "Lessor" as used herein shall mean 
only the owner and owners at the time in question of the fee title or a 
lessee's interest in a ground lease of the Premises.  In the event of any 
transfer of such title or interest, Lessor herein name (and in case of any 
subsequent transfers then the grantor) shall be relieved from and after the 
date of such 

                                       15

<PAGE>

transfer of all liability as respects Lessor's obligations thereafter to be 
performed, provided that any funds in the hands of Lessor of the then grantor 
at the time of such transfer, in which Lessee has an interest, shall be 
delivered to the grantee.  The obligations contained in this Lease to be 
performed by Lessor shall, subject as aforesaid, be binding on Lessor's 
successors and assigns, only during their respective periods of ownership.

18.       Severability.  The invalidity of any provisions of this Lease as 
determined by a court of competent jurisdiction, shall in no way affect the 
validity of any other provision hereof.

19.       Time--of Essence.   Time is of the essence.

20.       Incorporation of  Prior Agreements; Amendments.  This Lease 
contains all agreements of the parties with respect to any matter mentioned 
herein.  No prior agreement or understanding pertaining to any such matter 
shall be effective.  This Lease may be modified in writing only, signed by 
the parties in interest at the time of the modification.  Except as otherwise 
stated in this Lease, Lessee hereby acknowledges that neither the real estate 
brokers listed in paragraph 15 hereof nor any cooperating broker on this 
transaction nor the Lessor or any employees or agents of any of said persons 
has made any oral or written warranties or representations to Lessee relative 
to the condition or use by Lessees of said Premises and Leases acknowledges 
that Lessee assumes all responsibility regarding the Occupational Safety 
Health Act, the legal use and adaptability of the Premises and the compliance 
thereof with all applicable laws and regulations in effect during the term of 
this Lease except as otherwise specifically stated in this Lease.

21.       Notices.  Any notice required or permitted to be given hereunder 
shall be in writing and may be given personal delivery or by certified mail, 
and if given personally or by mail, shall be deemed sufficiently given if 
addressed to Lessee or to Lessor at the address noted below the signature of 
the respective parties, as the case may be. Each such notice shall be deemed 
given upon personal delivery or, if by certified mail, upon mailing.  Either 
party may by notice to the other specify a different address for notice 
purposes except that upon Lessee's taking possession of the Premises, the 
Premises shall constitute Lessee's address for notice purposes.  A copy of 
all notices required or permitted to be given to Lessor hereunder shall be 
concurrently transmitted to such party or parties at such addresses as Lessor 
may from time to time hereafter designate by notice to Lessee.

22.       Waivers.  No waiver by Lessor or any provision hereof shall be 
deemed a waiver of any other provision hereof or of any subsequent breach by 
Lessee of the same or any other provision.  Lessor's consent to, or approval 
of any act, shall not be deemed to render unnecessary the obtaining of 
Lessor's consent to or approval of any subsequent act by Lessee.  The 
acceptance of rent hereunder by Lessor shall not be a waiver of any preceding 
breach by Lessee of any provision hereof, other than the failure of Lessee to 
pay the particular rent so accepted, regardless of Lessor's knowledge of such 
preceding breach at the time of acceptance of such rent.

                                       16

<PAGE>

23.       Recording.  Either Lessor or Lessee shall, upon request of the 
other, execute, acknowledge and deliver to the other a "short form" 
memorandum of this lease for recording purposes.

24.       Holding Over.  If Lessee, with Lessor's consent, remains in 
possession of the Premises or any part thereof after the expiration of the 
term hereof, such occupancy shall be a tenancy from month to month upon all 
the provisions of this lease pertaining to the obligations of Lessee, but all 
options and rights of first refusal, if any, granted under the terms of this 
lease shall be deemed terminated and be of no further effect during said 
month to month tenancy.

25.       Cumulative Remedies.  No remedy or election hereunder shall be 
deemed exclusive but shall, wherever possible, be cumulative with all other 
remedies at law or in equity.

26.       Covenants and Conditions.  Each provision of this lease performable 
by Lessee shall be deemed both a covenant and a condition.

27.       Binding Effect; Choice of Law.  Subject to any provisions hereof 
restricting assignment or subletting by Lessee, this lease shall bind the 
parties, their personal representatives, successors and assigns.  This lease 
shall be governed by the laws of the State of Delaware.

28.       Subordination.

          (a)  This lease, at Lessor's option, shall be subordinate to any 
ground lease, mortgage, deed of trust, or any other hypothecation or security 
now or hereafter placed upon the real property of which the Premises are a 
part and to any and all advances made on the security thereof and to all 
renewals, modifications, consolidations, replacements and extensions thereof. 
 Notwithstanding such subordination, Lessee's right to quiet possession of 
the Premises shall not be disturbed if Lessee is not in default and so long 
as Lessee shall pay the Rent and observe and perform all of the provisions of 
this lease, unless this lease is otherwise terminated pursuant to its terms.  
If any mortgagee, trustee or ground Lessor shall elect to have this lease 
prior to the lien of its mortgage, deed of trust or ground lease, and shall 
give written notice thereof to Lessee, this lease shall be deemed prior to 
such mortgage, deed of trust, or ground lease, whether this lease is dated 
prior or subsequent to the date of said mortgage, deed of trust or ground 
lease or the date of recording thereof.

          (b)  Lessee agrees to execute any documents required to effectuate 
an attornment, a subordination or to make this lease prior to the lien of any 
mortgage, deed of trust or ground lease, as the case may be.  If Lessee fails 
to execute such documents within 10 days after written demand, Lessor may 
execute such documents on behalf of Lessee as Lessee's attorney-in-fact.  
Lessee does hereby make, constitute and irrevocably appoint Lessor as 
Lessee's attorney-in-fact and in Lessee's name, place and stead, to execute 
such documents in accordance with this paragraph 28(b).

                                       17

<PAGE>

29.       Intentionally omitted.

30.       Lessor's Access.  Lessor and Lessor's agents, upon prior written 
notice to Lessee, shall have the right to enter the Premises at reasonable 
times for the purpose of inspecting the same, showing the same to prospective 
purchasers, lenders, or lessees, and making such alterations, repairs, 
improvements or additions to the Premises or to the Building of which they 
are a part as Lessor may deem necessary or desirable; provided, however that 
upon such entry Lessor and/or Lessor's agents (except in the case of 
emergency) shall be required to be accompanied by a representative of Lessee 
for purposes of protecting and preserving the confidentiality of Lessee's 
work on the Premises.  Lessor may not at any time place on or about the 
Premises any ordinary "For Sale" signs.  Lessor may at any time during the 
last 120 days of the Term hereof place on or about the Premises on the 
Building any ordinary "For Lease" signs, all without rebate of rent or 
liability to Lessee; provided that Lessor shall not permitted to place "For 
lease" signs on or about the Premises until any options or rights available 
to Lessee to extend the term of this lease or to renew this lease or any 
options or rights of first refusal to lease the Premises or rights of first 
offer to purchase the Premises have lapsed.

31.       Signs.  Lessee shall not place any sign upon the Premises without 
Lessor's prior written consent, which shall not be unreasonably withheld, 
except that Lessee shall have the right, without the prior permission of 
Lessor, to place ordinary and usual for rent or sublet signs thereon.

32.       Merger.  The voluntary or other surrender of this lease by Lessee, 
or a mutual cancellation thereof, or a termination by Lessor, shall not work 
a merger, and shall, at the option of Lessor, terminate all or any existing 
subtenancies or may, at the option of Lessor, operate as an assignment to 
Lessor of any or all of such subtenancies.

33.       Consents.  Wherever in this lease the consent of one party is 
required to an act of the other party, such consent shall not be unreasonably 
withheld.

34.       Quiet Possession.  Upon Lessee paying the rent for the Premises and 
observing and performing all of the covenants, conditions and provisions on 
Lessee's part to be observed and performed hereunder, Lessee shall have quiet 
possession of the Premises for the entire Term hereof subject to all of the 
provisions of this lease.  The individuals executing this lease on behalf of 
Lessor represent and warrant to Lessee that they are fully authorized and 
legally capable of executing this lease on behalf of Lessor and that such 
execution is binding upon all parties holding an ownership interest in the 
Premises.

35.       Options; Right of First Refusal.

          35.1.     Definition.  As used in this paragraph the word "0ptions" 
means the right or option to extend the term of this lease or to renew this 
lease.

                                       18

<PAGE>

          35.2.     Options Personal.  Each Option granted to Lessee in this 
lease is personal to Lessee and may not be exercised or be assigned, 
voluntarily or involuntarily, by or to any person or entity other than 
Lessee, provided, however, the Option may be exercised by or assigned to any 
Lessee Affiliate as defined in paragraph 12 of this lease.  The Options 
herein granted to Lessee are not assignable separate and apart from this 
lease.

          35.3.     Efect of Default on Options.

          (a)  Lessee shall have no right to exercise an option, 
notwithstanding any provision in the grant of Option to the contrary, (i) 
during the time commencing from the date Lessor gives to Lessee a notice of 
default pursuant to paragraph 13.1(a) or 13.1(b) and continuing until the 
default alleged in said notice of default is cured, or (ii) at any time after 
an event of default described in paragraphs 13.1(c) or 13.1(d) (without any 
necessity of Lessor to give notice of such default to Lessee).

          (b)  The period of time within which an Option may be exercised 
shall not be extended or enlarged by reason of Lessee's inability to exercise 
an option because of the provisions of paragraph 36.3.

          35.4.     Option to Renew.  Lessee shall have the right, at its 
sole option, to renew this lease for an additional period of five (5) years 
following the term hereof, upon the same terms and conditions in effect at 
the expiration of the prior term, including provision for the escalation of 
rent and including this option to renew,* provided---that the ceiling and 
floor limitations for the escalation of rent in Section 5(a)(ii) herein shall 
not apply following the fifteenth anniversary of the Commencement Date; 
provided further that Lessee shall have given Lessor no more than six and no 
less than three months written notice in advance at the end of the prior term 
of its intention to renew this lease,

36.       Multiple Tenant Building.  Lessee agrees that it will abide by, 
keep and observe all reasonable rules and regulations which Lessor may make 
from time to time for the management, safety, care, and cleanliness of the 
building and grounds, the parking of vehicles and the preservation of good 
order therein as well as for the convenience of other occupants and tenants 
of the building.  The violations of any such rules and regulations shall be 
deemed a material breach of this Lease by Lessee.

37.       Security Measures.  Lessee hereby acknowledges that the rent 
payable to Lessor hereunder does not include the cost of guard service or 
other security measures, and that Lessor shall have no obligation whatsoever 
to provide same.  Losses assumes all responsibility for the protection of 
Lessee, its agents and invitees from acts of third parties.

38.       Easements.  Lessor reserves to itself the right, from time to time, 
to grant such easements, rights and dedications that Lessor deems necessary 
or desirable, and to cause the recordation of Parcel Maps and restrictions, 
so long as such easements rights, dedications, Maps and restrictions 

                                       19

<PAGE>

do not interfere' with the use of the Premises by Lessee.  Lessee shall sign 
any of the aforementioned documents upon request of Lessor and failure to do 
so shall constitute a material breach of this lease.

39.       Performance Under Protest.  If at any time a dispute shall arise as 
to-any amount or sum of money to be paid by one part to the other under the 
revisions hereof the party against whom the obligation to pay the money is 
asserted shall have the right to make payment "under protest" and such 
payment shall not be regarded as a voluntary payment, and there shall survive 
the right on the part of said party to institute suit for recovery of such 
sum.  If it shall be adjudged that there was no legal obligation on the part 
of said party to pay such sum or any part thereof, said party shall be 
entitled to recover such sum or so much thereof as it was not legally 
required to pay under the provisions of this lease.

40.       Authority.  If either Lessor or Lessee is a corporation, trust, or 
general or limited partnership, each individual executing this lease on 
behalf of such entity represents and warrants that he or she is duly 
authorized to execute and deliver this Lease on behalf of said entity.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM 
AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR 
INFORMED AND VOLUNTARY CONSENT THERETO, THE PARTIES HEREBY AGREE THAT, AT THE 
TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY 
REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH 
RESPECT TO THE PREMISES.

The parties hereto have executed this Lease at the Place and on the dates 
specified immediately adjacent to their respective signatures.

Executed at 128 Sandy Bank Drive, Newark, DE 19713 on June 7, 1991.

                        LESSOR: TOBER & AGNEW PROPERTIES, INC.

                        By:         /s/  R. TOBER               
                           ------------------------------------- (Seal)
                        Title:            PRESIDENT                             
                              ---------------------------------- (Seal)


Executed at 128 Sandy Bank Drive, Newark, DE 19713 on June 7, 1991.


[CORPORATE SEAL]        LESSEE:  /s/  TSD BioServices                         
                               --------------------------------- (Seal)
                                 a Delaware general partnership,
                                 its general partners

                                       20

<PAGE>

                        STRATEGIC DIAGNOSTICS VENTURES, INC. 

                        By:   /s/   MARTHA C. REIDER                     (Seal)
                           ------------------------------------- (Seal)
                        Title:        Vice President                           
                              ---------------------------------- (Seal)

                        TACONIC VENTURES, INC.

                        By:   /s/  RICHARD S. PHALEN                     (Seal)
                           ------------------------------------- (Seal)
                        Title:        President                             
                              ---------------------------------- (Seal)

                        STRATEGIC DIAGNOSTICS INCORPORATED

                        By:   /s/   MARTHA C. REIDER                     (Seal)
                           ------------------------------------- (Seal)
                        Title:         Vice President                      
                              ---------------------------------- (Seal)

                        TACONIC FARMS, INC.

                        By:   /s/    RICHARD S. PHELAN                   (Seal)
                           ------------------------------------- (Seal)
                        Title:        President                             
                              ---------------------------------- (Seal)

                                       21


<PAGE>

                             ADDENDUM TO INDUSTRIAL LEASE

         This Addendum to the Industrial Lease (the "Industrial Lease") , 
dated, for reference purposes only June 7, 1991, is made by and between TOBER 
& AGNEW PROPERTIES, INC. , a Delaware corporation (herein called "Lessor") 
and TSD BioServices, a Delaware general partnership (herein called "Lessee") 
, Strategic Diagnostics Incorporated (herein called "SDI") and Taconic Farms 
Inc. (herein called "Taconic") . The "Industrial Lease" is that lease 
agreement dated as of this same date made by and between the Lessor and the 
Lessee.  All capitalized terms used herein and not defined herein shall have 
the same meaning as set forth in the Industrial Lease.

    1.   Lessor's Obligation to Construct Tenant Improvement Work.

         (a)  Lessor hereby covenants and agrees to commence the Tenant 
improvement work immediately upon execution of the lease and to complete the 
Tenant improvement Work in as expeditious a manner as possible in accordance 
with all applicable standards of care and diligence.

         (b)  Lessor represents and warrants that it has available to it the 
financial resources and personnel and that it possesses the expertise to 
commence construction of the Tenant Improvement Work and to complete it in 
accordance with the covenants made in subparagraph (a),

         (c)  Any breach of the representations, warranties and covenants 
contained in this Addendum to the Industrial Lease shall constitute a 
material breach of the Industrial Lease.  In the event of such breach, Lessee 
may terminate the Industrial Lease.

    2.   Payment for Tenant Improvement work

         (a)  All costs (up to a maximum of $300,000 in the Aggregate for 
those items described in Sections 2(b)(i) and 2(b)(iii) herein) for Tenant 
Improvement Work (#Tenant Improvement Costs"), as defined by Section 2(b) 
herein, shall be financed by the Lessor and paid for by the Lessee.  All 
Tenant Improvement Costs shall be paid in full by the Lessee in monthly 
installments over the five (5) year period immediately following the 
Commencement Date.

         (b)  Tenant Improvement Costs shall be the following costs directly 
associated with the work depicted or described in Exhibit B of the Industrial 
Lease:

              (i)  supplier and subcontractor costs,  professional fees 
including, but not limited to, architectural fees, permits and inspection 
costs incurred after February 22, 1991;

              (ii) a ten percent (10%) surcharge on those costs described in 
the foregoing Section 2(b)(i);


                                       22

<PAGE>

              (iii)     the following costs relating to the acquisition of 
financing for the Tenant Improvement Work:

                   A.   loan origination fees;

                   B.   other loan costs, including, but not limited to, 
legal and recording costs and document preparation fees;

                   C.   bank appraisal fees; and 

                   D.   interest on all loans undertaken by the Lessor prior 
to the Commencement Date to finance the Tenant Improvement Work.

         (c)  Interest of eleven percent (11%) per annum shall be charged on 
all costs associated with the items described in the foregoing Sections 
2(b)(i) - (iii).

         (d)  SDI and Taconic hereby guarantee, jointly and severally, the 
payments due from the Lessee for all Tenant Improvement Costs required by 
this Addendum to the Industrial Lease.

         (e)  Beginning with the first year following the tenth anniversary 
of the Commencement Date, the Base Rent, as defined in Section 5 of the 
Industrial Lease and as adjusted therein, as it is applied to that portion of 
the Premises subject to the Tenant Improvement Work (the "Improvement Work 
Base Rent"), shall be increased by $1.50 per square foot plus the product of 
(i) $1.50 (as adjusted in the prior year in accordance with this 
subparagraph) multiplied by (ii) the lesser of (A) five percent 5% or (B) a 
fraction, the numerator of which is the Price Index -for the Adjustment Month 
and the denominator of which is the Base Index (but in no event shall such 
increase be less than 4%); provided that the ceiling and floor limitations 
for the escalation of the Improvement Work Base Rent in this Section 2(e)(ii) 
shall not apply following the fifteenth anniversary of the Commencement Date.

The parties hereto have executed this Lease at the Place and on the dates 
specified immediately adjacent to their respective signatures.

Executed at 128 Sandy Bank Drive, Newark, DE 19713 on June 7, 1991.

                        LESSOR: TOBER & AGNEW PROPERTIES, INC.

                        By:         /s/  R. TOBER                        (Seal)
                           ------------------------------------- (Seal)

                        Title:            PRESIDENT                         
                              ---------------------------------- (Seal)


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<PAGE>

Executed at 128 Sandy Bank Drive, Newark, DE 19713 on June 7, 1991.


[CORPORATE SEAL]        LESSEE:   /s/  TSD BioServices                      
                               --------------------------------- (Seal)
                                 a Delaware general partnership,
                                 its general partners


                        STRATEGIC DIAGNOSTICS VENTURES, INC. 

                        By:   /s/   MARTHA C. REIDER                     (Seal)
                           ------------------------------------- (Seal)
                        Title:           Vice President                      
                              ---------------------------------- (Seal)


                        TACONIC VENTURES, INC.

                        By:    /s/  RICHARD                              (Seal)
                           ------------------------------------- (Seal)
                        Title:           President                       
                              ---------------------------------- (Seal)


                        STRATEGIC DIAGNOSTICS INCORPORATED

                        By:   /s/   MARTHA C. REIDER             (Seal)
                           ------------------------------------- (Seal)
                        Title:            Vice President                       
                              ---------------------------------- (Seal)


                        TACONIC FARMS, INC.

                        By:   /s/    RICHARD W. PHELAN           (Seal)
                           ------------------------------------- (Seal)
                        Title:           President                            
                              ---------------------------------- (Seal)
     

                                       24