ORASURE TECHNOLOGIES INC
COMMERCIAL LEASE
<DOCUMENT>
<TYPE>EX-10.24
<SEQUENCE>6
<FILENAME>dex1024.txt
<DESCRIPTION>COMMERCIAL LEASE
<TEXT>
<PAGE>

                                                                  Exhibit 10.24
                                                                  -------------

                                                                 Execution Copy
                                                                 --------------

                               COMMERCIAL LEASE

                                    BETWEEN

                            TECH III PARTNERS, LLC,

                                  AS LANDLORD,

                                      AND

                          ORASURE TECHNOLOGIES, INC.,

                                   AS TENANT,

                                     DATED

                                 March 1, 2002

                                   PREMISES:

                              48,000 SQUARE FEET

                        BETHLEHEM TECHNOLOGY CENTER III
                            BETHLEHEM, PENNSYLVANIA
<PAGE>

                               COMMERCIAL LEASE
                               ----------------

          This Commercial Lease (hereinafter referred to as this "Lease") is
made as of the 1st day of March, 2002, by and between TECH III PARTNERS, LLC, a
Pennsylvania limited liability company, having an office at 1512 Colesville
Road, Bethlehem, Pennsylvania 18015 ("Landlord") and ORASURE TECHNOLOGIES,
INC., a Delaware corporation, having its principal offices at 150 Webster
Street, Bethlehem, Pennsylvania 18015 ("Tenant").

          NOW, THEREFORE, in consideration of the premises and mutual
covenants herein, and intending to be legally bound, the parties hereto
covenant and agree as follows:

          Section 1.  PREMISES; PROJECT BUDGET

               (a)    Landlord does hereby lease, demise and let unto Tenant a
building with an aggregate square footage of approximately 48,000 square feet
which includes certain Common Areas (as defined below) in such building
("Building"), as shown on the Floor Plans of the Building and the Leased
Premises annexed as Exhibit A hereto, which Building is situated on
                    -------
approximately 3.7 acres of land situate in the City of Bethlehem, Northampton
County, Pennsylvania ("Land"), together with the right to use the Common Areas
(defined below) (the Building, Land and Common Areas are referred to,
collectively, as the "Leased Premises"). As used herein, "square feet" or
"square footage" means the usable area measured from the middle of the demising
walls outlining the Building set forth in Exhibit A. It is agreed that the
                             ----------------------
design plans and drawings of the proposed Building are incorporated herein by
reference and that no changes will be made to said design plans and drawings
without the consent of Tenant.

               (b)   Attached hereto as Exhibit B is a Project Budget which
                                        ---------
sets forth Landlord's best estimate, as of the date of this Lease, of the total
costs expected to be incurred in acquiring the Land and constructing the
Building and Common Areas (exclusive of any Tenant Finish Work), the Tenant
finish Work Allocation Amount (as defined below), and the amounts expected to
be contributed by Landlord as equity contribution ("Landlord Equity
Contribution') and the amounts expected to be financed by Landlord through
loans or other borrowings ("Landlord Borrowing Amount"). The parties agree that
Landlord shall expend $4 million in total in acquiring the Land, constructing
the Building and Common Areas and paying the Tenant Finish Work Allocation.

               (c)    On or prior to March 31, 2002, Landlord shall provide
Tenant with a not-to-exceed budget ("Final Construction Budget") for the
construction of the Building and Common Areas (exclusive of any Tenant Finish
Work) and an explanation, in reasonable detail, of any differences from the
costs set forth in such budget and the estimated costs set forth in Exhibit B
hereto. The Final Construction Budget shall be subject to review and approval
by Landlord and Tenant. No later than thirty (30) days prior to the
Commencement Date, Landlord shall provide Tenant with any changes to the
Landlord Equity Contribution and Landlord Borrowing Amount

                                      1
<PAGE>

shown on Exhibit B hereto that are required to reflect Landlord's final
financing plans and an explanation, in reasonable detail, of the reasons for
such changes.

               (d)    Landlord and Tenant shall revise Exhibit B (the
"Revised Exhibit B") in order to reflect the Final Construction Budget approved
by the parties in accordance with Subparagraph (c) above and the changes, if
any, to the Landlord Equity Contribution and Landlord Borrowing Amount. Once
the Revised Exhibit B has been prepared and agreed to by the parties, Landlord
and Tenant shall execute and deliver a Lease Amendment, in the form set forth
in Exhibit C hereto, to confirm the Revised Exhibit B, and as such Revised
Exhibit B shall replace and supercede the Project Budget originally attached to
this Lease as Exhibit B.

          Section 2.  TERM. The term of this Lease shall be for ten (10)
years, commencing on the date ("Commencement Date") which is the latest to
occur of (i) June 1, 2002, and (ii) the date the Building and Tenant Finish
Work are Substantially Complete (defined below) and a verbal occupancy permit
has been received; and expiring on the last day ("Expiration Date") of the
tenth (10th) Lease Year (defined below), unless renewed or sooner terminated as
hereinafter provided. Landlord and Tenant anticipate that the term of this
Lease will commence on or about June 1 2002.

          As used in this Lease, "Lease Year" means each consecutive twelve
calendar month period beginning with the Commencement Date, except that if the
Commencement Date does not occur on the first day of a calendar month, then the
first Lease Year shall also include the number of days from the Commencement
Date until the last day of the first month of Tenant's occupancy and the term
of this Lease shall be ten (10) years plus said number of days and shall expire
on the last day of the one hundred twentieth (120th) full month of the term.

          When the Commencement Date and Expiration Date have finally been
determined, Landlord and Tenant shall execute and deliver a Lease amendment, in
the form of the Lease Commencement Date Amendment annexed as Exhibit D hereto,
                                                             ---------
to confirm said dates.

          Section 3.  RENT.

               (a)    Beginning on the Commencement Date and continuing
thereafter during the entire initial term of this Lease, Tenant shall pay to
Landlord, as yearly rent, the following sums ("Base Rent"), in equal monthly
installments, in advance on the first day of each calendar month, without
demand or notice:

<TABLE>
<CAPTION>
Lease Month  Rentable Sq. Feet   Annualized Base Rent   Monthly Base Rent  Base Rent Rate/SF
-----------  -----------------   --------------------   -----------------  -----------------
  <S>            <C>                   <C>                    <C>            <C>
  1-60           48,000                $480,000               $40,000        $10.00 sq. ft.
  61-72          48,000                $489,600               $40,800        $10.20 sq. ft.
  73-84          48,000                $499,200               $41,600        $10.40 sq. ft.
  85-96          48,000                $508,800               $42,400        $10.60 sq. ft.
  97-108         48,000                $518,400               $43,200        $10.80 sq. ft.
  109-120        48,000                $528,000               $44,000        $11.00 sq. ft.
</TABLE>

                                      2
<PAGE>

The parties acknowledge that the foregoing Base Rent is based on an assumed
annual interest rate on the Landlord Borrowing Amount of 7% per year. If the
interest rate on the Landlord Borrowing Amount is different than 7% for any
Lease Year after the fifth Lease Year, the parties will adjust the foregoing
Base Rent for each Lease Year after the fifth Lease Year to reflect such change
and execute an amendment to this Lease reflecting such adjusted Base Rent
amounts.

               (b)    In the event that the Commencement Date occurs on a
day other than the first day of a calendar month, Tenant shall pay to Landlord
a pro rata portion of the monthly installment of Base Rent for such partial
month, computed at the Base Rent rate of $40,000 per month.

               (c)    Whenever under the terms of this Lease any sum of
money is required to be paid by Tenant in addition to the Base Rent herein
reserved, and said additional sum is not designated as "Additional Rent," then
if not paid when due, said sum shall nevertheless be deemed "Additional Rent"
and be collectible as such with any installment of Base Rent thereafter falling
due hereunder, but nothing herein contained shall be deemed to suspend or delay
the payment of any such sum at the time the same became due and payable
hereunder, or limit any other remedy of Landlord.

               (d)    All payments of Base Rent and Additional Rent shall
be paid when due at 1512 Colesville Road, Bethlehem, Pennsylvania 18015, or at
such other place as Landlord may from time to time direct by written notice to
Tenant. All checks shall be made payable to the order of Landlord.

          Section 4.  ADDITIONAL RENT. Tenant shall pay to or on behalf of
Landlord, as Additional Rent, the following:

               (a)    Utilities: Tenant shall pay directly to the
applicable utility all normal and customary electric and gas charges for and
with respect to the Leased Premises as shown on a separate meter exclusively
for the Leased Premises.

               (b)    Other Expenses: Tenant shall pay to the Landlord the
following listed expenses as incurred multiplied by the Tenant's Space Ratio.
Tenant's Space Ratio (hereinafter "Tenant's Space Ratio") is that percentage
determined by dividing the square footage of the Building leased by Tenant
hereunder, as the numerator, by the total aggregate square footage of rentable
space in the Building, as the denominator. Tenant's current Space Ratio is
100%. Tenant's Space Ratio shall be revised in the event of any change in the
amount of square footage leased by Tenant in the Building or in the event
Landlord constructs an additional building on the Land.

                      (1)  Real estate taxes assessed upon the Land and
Building of which the Leased Property is a part.

                      (2)  Fire and liability insurance premiums pertaining
to the Land and Building. At Tenant's option, Tenant may purchase fire and
liability insurance coverage pertaining to the Land and Building, in such
amounts and with such companies as may be reasonably acceptable to the
Landlord. Such insurance shall name the Landlord as an additional insured and

                                      3
<PAGE>

shall provide that the Landlord shall receive at least ten (10) days' written
notice in the event the insurance coverage is materially changed or terminated
for any reason. In the event that Tenant purchases insurance as permitted under
this Section 4.(b)(2), the Tenant shall be solely responsible for paying all
premiums for such insurance and shall not be required to pay the Landlord
Additional Rent in respect of any such insurance purchased by Landlord.

                      (3)   Water and sewer charges and fees made by the
City of Bethlehem for water used at the Building. This contemplates the
ordinary use of water for cafeteria, toilet, washroom and drinking facilities.
In the event Tenant uses greater amounts of water for operational reasons,
Tenant shall be charged, and Tenant hereby agrees to pay, for this increased
use in addition to the percentage set forth in this paragraph.

                      (4)   Common Area expenses which include, but are not
limited to, expenses of metered utilities (electric and gas) and routine
cleaning, repairs, and similar expenses associated exclusively with the Common
Areas. Landlord agrees that there shall be a competitive bidding procedure to
contract for expenses related to the Common Area.

                      (5)   Landscaping maintenance, snow removal, and similar
expenses related to servicing the 3.7 acres associated with the Building.

                      (6)   Each and every other expense reasonably incurred
in connection with the ordinary operation of the Leased Premises, including,
but not limited to, elevator maintenance, window cleaning and janitorial
services.

               (c)    Trash Removal: Tenant shall pay as Additional Rent a
trash removal fee based on the actual cost for removing trash and recyclable
material from the Building based on the Tenant's Space Ratio. This Additional
Rent will be reimbursed to the Landlord quarterly. Tenant shall separately and
directly contract for any removal of medical and/or hazardous waste.

               (d)    Life Safety Inspections and Expenses: Tenant shall
pay, as Additional Rent, Tenant's proportionate share (based on Tenant's Space
Ratio), of all costs of the annual inspection of the fire alarm and sprinkler
system plus costs associated with fire extinguisher recharging and replacement,
battery replacements, and other minor repairs to the systems.

               (e)    Heating, Ventilation and Air Conditioning ("HVAC"):
Tenant shall pay as Additional Rent all costs related to the repair and
maintenance of the HVAC system(s) serving the Building based on the Tenant's
Space Ratio.

          All sums due under this Section shall be appropriately apportioned
and prorated for any portion of a Lease Year, so that Tenant shall not be
obligated to pay any costs of operation that accrue either prior to the
Commencement Date or following the Expiration Date of the term of this Lease.

          Section 5.  LATE PAYMENT. In the event that Tenant shall fail to
pay Base Rent or any Additional Rent within ten (10) days after its due date,
Tenant shall pay an automatic

                                      4
<PAGE>

late charge to Landlord of $.05 for each dollar verdue. Such late charge shall
be deemed Additional Rent for all purposes under this Lease.

          Section 6.  USE OF LEASED PREMISES; INDEMNIFICATION.

               (a)    Tenant shall use and occupy the Leased Premises as a
commercial office, and manufacturing, research, development, and light
industrial facility, together with all appurtenant and incidental uses relating
thereto (but only to the extent permitted by applicable zoning and similar
ordinances and regulations). Tenant shal1 not use or occupy the Leased Premises
for any other purpose or business, without the prior written consent of
Landlord. Tenant shall observe and comply with (i) the Rules and Regulations
annexed as Exhibit E hereto, as amended, modified and supplemented from time to
           ---------
time by Landlord, provided such change does not conflict with any express
provision of this Lease ("Rules and Regulations"); (ii) the Restrictive
Covenants on the Land attached hereto as Exhibit F; and (iii) the Deed
                                         ---------
restrictions set forth in Exhibit G. The Rules and Regulations applicable to
                          ---------
Tenant shall not be more restrictive than those applicable to other tenants, if
any, of the Building and their respective employees, agents, licensees,
invitees, subtenants and contractors.

               (b)    With respect to the Leased Premises, in addition to
and not in limitation of the foregoing, during the term of this Lease, Tenant,
its subtenants, licensees, invitees, agents, contractors, subcontractors, and
employees shall conduct its business on and occupy the Leased Premises in
strict compliance with all federal, state, and local statutes, ordinances,
regulations, rules, standards, and requirements of the common law, whether now
in force or as amended or enacted in the future, concerning or relating to
industrial hygiene and the protection of health and the environment
(collectively, the "Environmental Laws"). Tenant shall also cause its
subtenants, licensees, invitees, agents, contractors, subcontractors and
employees to comply with all Environmental Laws. Except as provided below,
Tenant shall, at its own expense, obtain, maintain, and comply with all terms
and conditions in any and all permits, licenses, registrations, authorizations,
and other governmental and regulatory approvals required for Tenant's use and
occupancy of the Leased Premises. Tenant shall insure that any materials or
wastes discharged into the sanitary sewer systems are appropriately treated, if
necessary, are discharged in accordance with the City of Bethlehem's Industrial
User Wastewater Discharge Policies, as established by Bethlehem's approved
pre-treatment program, applicable pre-treatment regulations found at 40 C.F.R.
Part 403, and Section 307 of the Clean Water Act, 33 U.S.C [sec]1317 and pay
any surcharges or extra-strength charges assessed in relation thereto. If
necessary, Tenant shall, at its own expense, obtain a license from the Nuclear
Regulatory Commission. Tenant shall insure that its importation, receipt,
acquisition, possession, use, storage, transfer, delivery and disposal of
by-product, source and/or nuclear material is performed in strict accordance
with any such license.

          With respect to the Leased Premises, it shall be Tenant's sole
responsibility to receive, acquire, use, handle, manage, generate, process,
treat, store, deliver, transfer, and dispose of all hazardous substances in
strict compliance with the Environmental Laws and prudent industry standards.
Upon expiration or earlier termination of the Term of this Lease, Tenant shall
cause all Hazardous Substances brought upon the Leased Premises by its agents,
employees, contractors, or

                                      5
<PAGE>

invitees, or generated by its operation, to be removed from the Leased Premises
and transported for use, storage, treatment or disposal in accordance with the
Laws. Tenant shall, at its own expense, develop and maintain any appropriate
spill plan with respect to all Hazardous Substances brought onto the Leased
Premises. To the extent that Tenant is required to complete and file EPA Form R
(40 C.F.R. Part 372), Tenant shall, as soon as is practicable, provide Landlord
with a copy of the same. Tenant shall not cause or permit any condition on the
Leased Premises which might give rise to liability, the imposition of a
statutory lien or require "Response," "Removal" and "Remedial Action" as
defined herein, under any Environmental Laws. As used in this Lease, the terms
"Response," "Removal" and "Remedial Action" shall be defined with reference to
Sections 101(23) - 101(25) of the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA") as amended by the Superfund
Amendments and Reauthorization Act, 42 U.S.C. [sec][sec]9601 (23)-9601(25).

          With respect to the Leased Premises, Tenant shall have the sole
responsibility of complying with the requirements of the Emergency Planning and
Community Right-to-Know Act of 1986 (EPCRTKA), 41 U.S.C. [sec][sec]
11001-11050, the Occupational Safety and Health Act of 1970 (OSHA), 29 U.S.C.
[sec][sec] 651-678, as amended, and the Pennsylvania Worker and Community
Right-to-Know Act, PA Stat. Ann. tit. 35 [sec][sec]7301-7320 (Purdon 1989).
Tenant shall submit to Landlord on an annual basis a list of the Hazardous
Substances, hazardous mixtures, or hazardous chemicals for which it is required
to maintain Material Safety Data Sheets (MSDS). Tenant shall also provide
Landlord copies of all required contingency plans including, without
limitation, plans for spills of Hazardous Substances, fire and other potential
emergencies.

          With respect to the Leased Premises, as used in this Lease, the
term "Hazardous Substances" shall mean any substance regulated under any of the
Environmental Laws including, without limitation, any substance which is: (i)
petroleum, explosives, radioactive materials, asbestos or material containing
asbestos, polychlorinated biphenyls or related or similar materials; (ii)
defined, designated or listed as a "Hazardous Substance" pursuant to Sections
307 and 311 of the Clean Water Act or Section 103 of the Pennsylvania Hazardous
Sites Clean-Up Act, PA Stat. Ann. tit. 35 [sec] 6020.103; (iii) defined,
designated or listed as a "Hazardous Waste" under Section 1004(5) of the
Resource Conservation and Recovery Act, 42 U.S.C. [sec] 9603(5) or Section 103
of the Pennsylvania Solid Waste Management Act, PA Stat. Ann. tit. 35
[sec] 6018.103; (iv) regulated under the Pennsylvania Clean Streams Law, PA
Stat. Ann. tit. 35 [sec][sec]691.1-691.1001; (v) listed in the United States
Department of Transportation Hazardous Materials Table, 49 C.F.R. [sec]
172.101; (vi) defined, designated or listed as a "byproduct, source and/or
special nuclear material" under the Atomic Energy Act of 1954, as amended by
the Energy Reorganization Act of 1974 (Public Law 93-438), 42 U.S.C. [sec]
2011-2296 and 10 C.F.R. Parts 30, 31, 32, 22, 34, 35, 40 and 70; and (vii)
defined, designated or listed as a "Hazardous Material" under Section 103 of
the Hazardous Material Emergency Planning Response Act, PA Stat. Ann. tit. 35
[sec] 6022-103; and (viii) any element, compound or material which can pose a
threat to the public health or the environment when released into the
environment; and (ix) any other substance designated by any of the
Environmental Laws or a federal, state, or local agency as detrimental to
public health, safety and the environment.

          With respect to the Leased Premises, Tenant shall immediately notify
Landlord, in writing, upon discovering any condition on the Leased Premises
which might require Tenant to

                                      6
<PAGE>

notify any governmental or regulatory agency or which might give rise to
liability, imposition of a statutory lien, or require Response, Removal or
Remedial Action under any of the Environmental Laws. In addition, Tenant shall
immediately notify Landlord, in writing, of Tenant's receipt, knowledge, or
discovery of: (i) the presence of any Hazardous Substance on, about, beneath,
or arising from any portion of the Leased Premises in violation of any of the
Environmental Laws; (ii) any enforcement, Response, Removal, Remedial Action,
or other governmental or regulatory actions instituted or threatened against
Tenant or the Leased Premises pursuant to any of the Environmental Laws; (iii)
any claim made or threatened by any person against Tenant or the Leased
Premises relating to any form of damage, loss or injury resulting from or
claimed to result from any Hazardous Substance or any violation of the
Environmental Laws; and (iv) any communication received from any governmental
or regulatory agency arising out of or in connection with Hazardous Substances
on, about, beneath, arising from, or generated at the Leased Premises
including, without limitation, any notice of violation, citation, complaint,
order, directive, request for information, notice letter, or compliance
schedule. Tenant shall supply to Landlord as promptly as possible and in any
event within five (5) business days after Tenant receives or sends the same,
copies of all reports required to be filed under any of the Environmental Laws,
responses to any requests for information, and any claim, complaint, notice of
violation, citation, order, directive, compliance schedule, notice letter, or
other communications relating in any way to the Leased Premises, Tenant's use
thereof of Hazardous Substances on, about, beneath, arising from or generated
at the Leased Premises. Tenant shall also promptly deliver to Landlord copies
of any hazardous waste manifests listing the Leased Premises as the facility
and the Tenant as generator and reflecting legal and proper disposal of all
Hazardous Substances removed from the Leased Premises.

          With respect to the Leased Premises, except in case of emergency or
as otherwise required by the Environmental Laws, Tenant shall not take any
Response, Removal, or Remedial Action or notify any governmental or regulatory
agency in response to the presence of Hazardous Substances on, about, beneath,
or arising from the Leased Premises, or enter into any settlement agreement,
consent degree, administrative consent order or other compromise with respect
to any claim relating to any Hazardous Substances in any way connected with the
Leased Premises without first notifying Landlord of Tenant's intention to do so
and affording Landlord an ample opportunity to appear, intervene, or
appropriately assert and protect Landlord's interest with respect thereto.

               (c)    With respect to the Leased Premises, Tenant, its
subtenants, licensees, invitees, agents, contractors, subcontractors and
employees shall not dispose, release, spill, pump, pour, emit, empty, dump or
otherwise discharge or allow to escape Hazardous Materials into the
environment, and Tenant shall take all action necessary to remedy the results
of any such disposal, release, spillage, pumping, pouring, emission, emptying,
dumping, discharge, or escape.

               (d)    Tenant shall, as soon as is practicable, supply
Landlord with copies of any written communication between Tenant and any
governmental agency or instrumentality concerning or relating to violations or
alleged violations of Environmental Laws with respect to the
Leased Premises.

                                      7
<PAGE>

               (e)    Tenant shall indemnify, defend (by counsel reasonably
acceptable to Landlord) and hold harmless Landlord, its directors, officers,
employees, affiliated entities, members, predecessors, successors and assigns,
from and against any and all claims, liabilities, penalties, fines, judgments,
forfeitures, losses (including, without limitation, diminution in the value of
the Leased Premises or damages for any loss or restriction on the use of
rentable or usable space of any amenity of the Leased Premises), costs, and
expenses (including reasonable attorneys fees, consultant, and expert fees) in
any way arising from or relating to: (i) the presence of any Hazardous
Substance on, about, beneath or arising from the Leased Premises excluding any
Hazardous Substances which pre-exist the term of this Lease or any Hazardous
Substances discharged by Landlord or any third party not in any way connected
with Tenant's occupancy, (ii) Tenant's use, handling, generation, processing,
treatment, manufacture, storage, transportation, disposal, release, or
discharge of Hazardous Substances on, about, beneath, or arising from the
Leased Premises; (iii) Tenant's failure to comply with any of the Environmental
Laws; and (iv) Tenant's breach of any of the Environmental Covenants contained
herein. Tenant's indemnity and defense obligations under this paragraph shall
include, without limitation, whether foreseeable or unforeseeable, any and all
costs incurred in connection with any investigation of site conditions on,
about, beneath, or arising from the Leased Premises, and any and all costs of
any required Response, Removal or Remedial Actions, and the preparation and
implementation of any closure, remedial action, or other required plans or
reports in connection therewith. The Tenant's obligations under this paragraph
shall survive the expiration or earlier termination of the terms of this Lease.

          Section 7.  COMMON AREAS. All parking areas, walkways, stairs,
elevators, driveways, public corridors, rest rooms, loading areas, and fire
escapes, and other areas, facilities and improvements now or hereafter existing
in or outside the Building or on the Land ("Common Areas") which may be
provided by Landlord from time to time for the general use, in common, of
Tenant and other tenants, if any, of the Building, their employees, agents,
invitees and licensees, shall at all times be subject to the control and
management of Landlord. Landlord shall have the right from time to time to
establish, modify and enforce reasonable rules and regulations with respect to
the Common Areas, provided such rules and regulations do not adversely affect
Tenant's use of the Leased Premises.

          Section 8.  ALTERATIONS AND TRADE FIXTURES, REMOVAL.

               (a)    Except as set forth in Section 27 with respect to the
initial Tenant Finish Work, during the term of this Lease, Tenant shall not
make any structural or material alterations or additions to the Leased Premises
or the Building without the prior written consent of Landlord, which consent
shall not be unreasonably withheld or delayed. All such alterations and
additions shall be performed (i) at Tenant's sole cost and expense, (ii) in
accordance with the specifications prepared by and at the expense of Tenant and
reasonably approved by Landlord, (iii) by contractors, subcontractors and
materialmen reasonably approved by Landlord, and (iv) in conformity with all
applicable laws, codes and regulations. During the course of performance of
said work, Tenant will carry or cause to be carried Comprehensive General
Liability insurance, in the minimum limit of $1,000,000 naming Landlord as
additional insured and further providing such insurance cannot be cancelled
without at least thirty (30) days' prior written notice to Landlord.

                                      8
<PAGE>

               (b)    Any consent by Landlord permitting Tenant to do any or
cause any work to be done in or about the Building, and right of Tenant to
perform such work, shall be and hereby is conditioned upon Tenant's work being
performed by workmen and mechanics working in harmony and not interfering with
labor employed by Landlord, Landlord's mechanics or contractors or any other
tenant or their contractors.

               (c)    All alterations, interior decorations, improvements or
additions made to the Leased Premises by Tenant, except for movable furniture,
equipment and trade fixtures, shall immediately become Landlord's property.
Upon termination of this Lease, Tenant shall remove all movable furniture,
equipment and trade fixtures installed by Tenant in the Leased Premises
("Tenant's Property"), and repair any damage caused to the Leased Premises by
said removal. All of Tenant's Property remaining on the Leased Premises after
the Expiration Date, or after any sooner termination date due to any default of
Tenant, shall at the option of Landlord be deemed to be abandoned property and
shall become the property of Landlord.

          Section 9.  MECHANICS' LIENS. Prior to Tenant performing, or
permitting performance of, any construction or other work in or about the
Leased Premises for which a lien could be filed against the Leased Premises or
the Building, Tenant shall have its contractor execute a Waiver of Mechanics'
Lien satisfactory to Landlord, and provide Landlord with a copy thereof.
Notwithstanding the foregoing, if any mechanics' or other lien shall be filed
against the Leased Premises or the Building purporting to be for labor or
materials furnished or to be furnished at the request of Tenant, then at its
expense, Tenant shall cause such lien to be removed of record by payment, bond
or otherwise, within thirty (30) days after the filing thereof. If Tenant shall
fail to cause such lien to be removed of record within such thirty (30) day
period, Landlord may cause such lien to be removed of record by payment, bond
or otherwise, without investigation as to the validity thereof or as to any
offsets or defenses thereto, in which event such payment(s) shall be deemed and
collectible as Additional Rent and Tenant shall reimburse Landlord in the
amount paid by Landlord, including expenses, within ten (10) days after
Landlord's billing therefor. Tenant shall indemnify and hold Landlord harmless
from and against any and all claims, costs, damages, liabilities and expenses
(including reasonable attorney fees) which may be brought or imposed against or
incurred by Landlord by reason of any such, lien or removal of record. The
provisions of this Section 9 shall survive the expiration or sooner termination
of this Lease.

          Section 10. BUILDING SERVICES. Landlord shall provide the
following services, systems and facilities for the Building and Common Areas
within the Building ("Building Services"), and for the Common Areas outside the
Building ("Common Area Services"), subject to Tenant's payment of Additional
Rent as set forth in paragraph 4 above;

               (a)    Basic HVAC for the Leased Premises. Tenant shall be
responsible for utility charges related to the HVAC systems(s) serving the
Building based on the Tenant's Space Ratio. Landlord further shall perform
necessary repairs and maintenance on the HVAC system(s) and shall be reimbursed
by Tenant for the actual costs to Landlord of said repairs and maintenance
based on the Tenant's Space Ratio. Tenant shall also be solely responsible, at
Tenant's cost, for all major repairs and any replacement of the HVAC system(s);

                                      9
<PAGE>

               (b)    Electrical service for office, manufacturing,
research and development and light industrial use, including office,
manufacturing, research and development and light industrial equipment, in the
Leased Premises, subject to payment by Tenant of all utility charges;

               (c)    Life safety support systems for the Building
including sprinkler and fire extinguisher inspections subject to reimbursement
by Tenant for the cost of same; however, Landlord shall be responsible, at
Landlord's cost, for major repairs and any replacement of the sprinkler system;

               (d)    Structural systems for the Building;

               (e)    Water and sewer system for Tenant's use at the Leased
Premises and a plumbing system for the Building, subject to payment by Tenant
of all fees and charges related thereto;

               (f)    Cleaning and maintenance of Common Areas in or
relating to the Building, including bathroom facilities, if any, subject to
payment by Tenant of a proportionate share of the Common Area expenses based on
the Tenant's Space Ratio;

               (g)    Landscaping and snow and ice removal; provided
Landlord shall not be obligated to remove snow more frequently than once in any
24-hour period, and Tenant shall be responsible for a proportionate share of
the expenses related thereto based on the Tenants Space Ratio; and

               (h)    Tenant shall have the continuing right during the
term of this Lease to utilize, in common, on a pro-rata basis calculated upon
each such tenant's space ratio, with other tenants within the Building, if any,
the parking area for the Building.

Landlord does not warrant that Building Services or Common Area Services shall
be free from any temporary slowdown, interruption or stoppage caused by the
maintenance, repair, replacement or improvement of any of the equipment
involved in the furnishing of any such services, or caused by strikes,
lockouts, fuel shortages, accidents, acts of God or the elements or any other
cause beyond the control of Landlord. Landlord agrees to use its best efforts
to resume the service upon any such slowdown, interruption or stoppage as soon
as reasonably possible.

          Section 11. ASSIGNMENT AND SUBLETTING.

               (a)    Tenant shall not assign or hypothecate this Lease or
any interest therein or sublet the Leased Premises or any part thereof without
the prior written consent of Landlord, which consent shall not be unreasonably
withheld or delayed. For purposes of this Lease, a transfer of all or
substantially all of the businesses or assets of Tenant, by merger,
consolidation, sale, operation of law or otherwise shall constitute an
assignment.

                                      10
<PAGE>

               (b)    No sublease or assignment shall be valid and no
subtenant or assignee shall take possession of the premises subleased or
assigned until an executed counterpart of such sublease or assignment of this
Lease has been delivered to Landlord.

               (c)    Regardless of Landlord's consent, no subletting or
assignment shall release Tenant of Tenant's obligations or alter the primary
liability of Tenant to pay the Base Rent and Additional Rent and to perform all
other obligations to be performed by Tenant under this Lease. The acceptance of
rent by Landlord from any other person shall not be deemed to be a waiver by
Landlord of any provision hereof. Consent to one assignment or subletting shall
not be deemed consent to any subsequent assignment or subletting. In the event
of default by any assignee of Tenant or any successor of Tenant in the
performance of any of the terms of this Lease, Landlord may proceed directly
against Tenant without the necessity of exhausting remedies against such
assignee or successor.

               (d)    In the event that the Leased Premises or any part
thereof have been sublet by Tenant and Tenant is in default under this Lease
then Landlord may collect rent from the subtenant and apply the amount
collected to the Base Rent and Additional Rent herein reserved, but no such
collection shall be deemed a waiver of the provisions of this Section with
respect to subletting or the acceptance of such subtenant as Tenant hereunder
or a release of Tenant under the Lease, or an election by Landlord of its
remedies.

          Section 12. ACCESS TO LEASED PREMISES. Landlord, its employees
and agents shall have the right to enter the Leased Premises at all reasonable
times during Tenant's normal business hours and at anytime in case of an
emergency for the purpose of examining or inspecting the Leased Premises,
showing the Leased Premises to prospective purchasers, mortgagees and (during
the last year of the Lease term only) tenants of the Building, and making such
alterations, repairs, improvements or additions to the Leased Premises or to
the Building as permitted or required under Section 13, below. If
representatives of Tenant shall not be present to open any entrance into the
Leased Premises at any time when such entry by Landlord is necessary or
permitted hereunder, Landlord may enter by means of a master key (or forcibly
in the event of an emergency) without liability to Tenant and without such
entry constituting an eviction of Tenant or termination of this Lease. Landlord
shall use reasonable efforts not to interfere with the conduct of Tenant's
business when entering the Leased premises. Except in the case of an emergency,
Landlord shall notify Tenant (which notice may be oral) of Landlord's intended
entry of the Leased Premises at least 24 hours advance, and obtain consent of
the Tenant, which consent shall not be unreasonably withheld.

          Section 13. MAINTENANCE AND REPAIRS.

               (a)    Subject to the terms hereof, Landlord shall promptly
make all repairs and replacements necessary, in Landlord's discretion, to
maintain or promptly restore (i) all building systems including plumbing,
heating, ventilating, air conditioning and electrical systems (including the
light fixtures of Tenant); (ii) roof, interior and exterior walls, windows,
floors (except carpeting) and all other structural portions of the Building
(whether or not including the Leased Premises), in good repair and operating
condition and in order and appearance appropriate for a building of similar

                                      11
<PAGE>

type. Landlord shall also be responsible for the maintenance of all Common
Areas. In no event shall Landlord be obligated under this paragraph to repair
damage caused by (1) any act, omission, accident or negligence of Tenant or its
employees, agents, invitees, licensees, subtenants, or contractors or (2) any
alterations or additions to the Leased Premises or the Building made by Tenant
without the prior written consent of Landlord (which consent shall be deemed
given with respect to all of the initial Tenant Finish Work).

               (b)    Tenant shall, at its sole cost and expense, provide
customary routine maintenance for the Leased Premises and the fixtures therein
and keep them in neat and orderly condition, wear and tear and damage by fire
or other casualty excepted. Tenant shall otherwise maintain the Leased Premises
except to the extent provided in paragraph (a) above.

               (c)    Landlord shall not be liable for any interference with
Tenant's business arising from the making of any repairs in the Leased Premises
under paragraph (a) above. Landlord shall use its best efforts not to interfere
with the operation of Tenant's business when making repairs in the Leased
Premises. There shall be no abatement of Base Rent or Additional Rent because
of such repairs.

       Section 14.    INDEMNIFICATION AND LIABILITY INSURANCE.

              (a)     Tenant shall indemnify, defend and hold Landlord, its
members, employees, representatives, contractors, servants and agents, harmless
from and against any and all costs, expenses (including reasonable counsel
fees), liabilities, losses, damages, suits, actions, fines, penalties, claims
or demands of any kind and asserted by or on behalf of any person or
governmental authority, arising out of or in any way connected with, and
Landlord, its members, employees, representatives, contractors, servants and
agents, shall not be liable to Tenant on account of, (i) any failure by Tenant
to perform any of the agreements, terms, covenants or conditions of this Lease
required to be performed by Tenant, (ii) any failure by Tenant to comply with
any statutes, ordinances, regulations or orders of any governmental authority
applicable to Tenant or its use and occupancy of the Leased Premises (except
for requirements applicable to the Building in general and its occupancy, which
shall be Landlord's sole responsibility), or (iii) any accident, death or
personal injury, or damage to or loss or theft of property, which shall occur
in or about the Leased Premises. In no event shall Tenant be obligated under
this paragraph to indemnify, defend or hold harmless Landlord, its members,
employees, representatives, contractors, servants and agents, from and against
damages, claims or demands of any kind arising out of the willful or negligent
conduct of Landlord, its members, employees, representatives, contractors,
servants or agents. In no event shall Landlord, its members, employees,
representatives, contractors, servants or agents, be responsible for inspecting
or monitoring the Leased Premises for workplace safety arising out of or with
respect to Tenant's equipment and operations.

               (b)    During the term of this Lease and any renewal thereof,
Tenant shall obtain and promptly pay all premiums for Comprehensive General
Liability Insurance with broad form extended coverage, including Contractual
Liability, covering claims for bodily injury (including death resulting
therefrom) and property loss or damage occurring upon, in or about the Leased

                                      12
<PAGE>

Premises, with a minimum combined single limit of at least $5,000,000. All such
policies and renewals thereof shall name Landlord as an additional insured and
shall otherwise be in form and substance, and from insurers, satisfactory to
Landlord. All policies of insurance shall provide (i) that no material change
or cancellation of said policies shall be made without at least thirty (30)
days' prior written notice to Landlord and Tenant, and (ii) that any loss shall
be payable notwithstanding any act or negligence of Tenant or Landlord which
might otherwise result in the forfeiture of said insurance. Upon request of
Landlord, Tenant shall promptly forward copies of all insurance policies
maintained pursuant to this paragraph indicating compliance with the terms
hereof. In addition, not less than fifteen (15) days prior to the expiration
dates of said policy or policies, Tenant shall furnish Landlord with renewal
certificates of the policies of insurance required under this paragraph. The
aforesaid insurance limits may be reasonably increased by Landlord from time to
time during the term of this Lease.

               (c)    Landlord shall indemnify, defend and hold Tenant, its
subtenants, shareholders, affiliates, directors, employees, representatives,
contractors, servants and agents, harmless from and against any and all costs,
expenses (including reasonable counsel fees), liabilities, losses, damages,
suits, actions, fines, penalties, claims or demands of any kind and asserted by
or on behalf of any person or governmental authority, arising out of or in any
way connected with, and Tenant, its subtenants, shareholders, affiliates,
directors, employees, representatives, contractors, servants and agents, shall
not be liable to Landlord on account of, (i) any failure by Landlord to perform
any of the agreements, terms, covenants or conditions of this Lease required to
be performed by Landlord, (ii) any failure by Landlord to comply with any
statutes, ordinances, regulations or orders of any governmental authority
applicable to Landlord, or (iii) any accident, death or personal injury, or
damage to or loss or theft of property, which shall occur in or about the
Common Areas or Land as a result of the negligence and/or willful conduct of
Landlord. In no event shall Landlord be obligated under this paragraph to
indemnify, defend or hold harmless Tenant, its subtenants, shareholders,
affiliates, directors, employees, representatives, contractors, servants or
agents, from and against damages, claims or demands of any kind arising out of
the willful or negligent conduct of Tenant, its subtenants, shareholders,
affiliates, directors, employees, representatives, contractors, servants or
agents.

          Section 15. QUIET ENJOYMENT. Landlord covenants and agrees with
Tenant that upon Tenant paying the Base Rent and Additional Rent and observing
and performing all the terms, covenants and conditions, on Tenant's part to be
observed and performed under Lease, Tenant may peaceably and quietly enjoy the
Leased Premises hereby demised, subject, nevertheless, to the terms and
conditions of this Lease, and subject to the mortgages hereinafter mentioned.

          Section 16. NEGATIVE COVENANTS OF TENANT. Tenant agrees that it will
not do or suffer to be done, any act, matter or thing objectionable under any
generally applicable fire insurance or any other insurance now in force or
hereafter placed on the Leased Premises or any part thereof or on the Building
by Landlord which shall cause such Policy to become void or suspended. In case
of a breach of this covenant, in addition to all other remedies hereunder,
Tenant agrees to pay to Landlord, as Additional Rent, any and all increases in
premiums on insurance carried

                                      13
<PAGE>

by Landlord on the Leased Premises or any part thereof or on the Building
caused in any way by the occupancy of Tenant.

          Section 17. FIRE OR OTHER CASUALTY.

                 (a)  Subject to the provisions of paragraphs (b) and (c)
below, if the Leased Premises and/or any portion(s) or component(s) of the
Building or the Common Areas outside the Building that are reasonably necessary
to provide Tenant with normal access to and from the Building or Leased
Premises or which provide Building Services or Common Area Services to the
Leased Premises (the "Significant Building Components") are damaged by fire or
other insured casualty, Tenant shall give prompt notice of such event to
Landlord and, provided Landlord's mortgagees permit insurance proceeds to be
made available for the repair and restoration of the Leased Premises, the
damages shall be repaired by and at the expense of Landlord and restore to
substantially the condition that existed immediately prior to such damage.
Landlord agrees to repair such damage in an expeditious manner after receipt
from Tenant of written notice of such damage, subject to any delays caused by
Acts of God or other events beyond Landlord's control relating to the actual
construction (including receipt of insurance proceeds) which Landlord has used
best efforts to avoid or overcome. Landlord shall not be liable for any
inconvenience or annoyance to Tenant or injury to the business of Tenant
resulting in any way from such damage or the repair thereof, provided, however,
that if the fire and/or damage was not caused by the negligence of misconduct
of Tenant, its subtenants, shareholders, directors, employees, representatives,
contractors, servants or agents, Tenant shall be entitled to an abatement of
the rent in proportion to the unusable amount of square feet to the total
square feet in the Building from the date of the casualty until the space is
again useable. Tenant acknowledges notice that (i) Landlord shall not obtain
insurance of any kind in Tenant's furniture or furnishings, equipment,
fixtures, alterations, improvements and additions, (ii) it is Tenant's
obligation to obtain such insurance at Tenant's sole expense, and (iii)
Landlord shall not be obligated to repair any damage thereto or replace the
same, unless such damage is caused by the negligence or misconduct of Landlord,
its agents, servants or employees.

               (b)    If (i) the Leased Premises are rendered substantially
untenantable or any Significant Building Component is rendered substantially
unusable or inoperable by reason of such fire or other casualty, or (ii) sixty
percent (60%) or more of the Leased Premises is damaged by said fire or other
casualty, and, in either case, Landlord's engineer or architect reasonably
estimates that it will take more than three (3) months to substantially
complete the required repairs and restoration, Landlord or Tenant shall have
the right, upon written notice to the other within fifteen days after
determination by such architect, in the case of Landlord to elect not to repair
and restore the Leased Premises or Significant Building Component, and in the
case of Tenant (except with respect to a fire or other casualty caused by the
negligence or willful misconduct of Tenant,, its subtenants, shareholders,
directors, employees, representatives, contractors, servants or agents,) to
terminate this Lease, and in such event, this Lease and the tenancy hereby
created shall cease as of the date of said occurrence, the Base Rent and
Additional Rent to be adjusted and apportioned as of said date.

                                      14
<PAGE>

               (c)    If the Building shall be damaged by fire or other
casualty and any of Landlord's lenders refuse to permit available insurance
proceeds to be used by Landlord to restore the Building and the Leased Premises
to substantially the condition that existed immediately prior to the occurrence
of the fire or other casualty, Landlord shall have the right, upon written
notice to Tenant within fifteen days after notice from such lenders, to
terminate this Lease, and in such event, this Lease and the tenancy hereby
created shall cease and the Base Rent and Additional Rent shall be adjusted and
apportioned as of the date of said termination unless terminated as of the date
of said occurrence in accordance with paragraph (b) above.

          Section 18. SUBORDINATION.

               (a)    Subject to the provisions of paragraph 18(b) below, this
Lease shall be subject and subordinate at all times to the lien of any and all
mortgages now placed on the Land or the Building without the necessity of any
further instrument or act on the part of the Tenant to effectuate such
subordination.

               (b)    Landlord covenants and agrees to use Landlord's best
efforts to obtain and furnish to Tenant, simultaneously with Tenant's execution
of this Lease, an agreement reasonably acceptable to Tenant ("Non-Disturbance
Agreement") executed and acknowledged from holder(s) of any mortgage now
encumbering the Building or the Leased Premises ("Existing Holder") whereby
each Existing Holder agrees to not disturb Tenant in its rights, use and
possession of the Leased Premises and Building under this Lease or to terminate
this Lease, except to the extent permitted to Landlord by the terms of this
Lease, notwithstanding the foreclosure or the-enforcement of the mortgage or
termination or other enforcement of an underlying lease or installment purchase
agreement. Tenant covenants and agrees to execute and deliver the
Non-Disturbance Agreement(s).

               (c)    Tenant further agrees that this Lease shall be subject
and subordinate to the lien of any mortgages hereafter placed upon the Land or
the Building and that Tenant shall execute such additional documents to confirm
same, provided that the holder thereof shall have entered into a
Non-Disturbance Agreement with Tenant as described in paragraph (b) above,
which Non-Disturbance Agreement shall be in form reasonably acceptable to the
mortgagee and also may provide for the subordination of this Lease and Tenant's
agreement to attorn as part of its terms.

          Section 19. CONDEMNATION.

               (a)    If any of the Leased Premises or a portion of the Building
or the Common Areas that contains a Significant Building Component shall be
condemned or taken permanently for any public orquasi-public use or purpose,
under any statute or by right of eminent domain, or by private purchase in lieu
thereof (and, as a result, Tenant's use and enjoyment of the Leased Premises is
substantially impaired), then in that event, at the option of either Landlord or
Tenant exercised by notice to the other within thirty (30) days after the date
when possession is taken, the term of this Lease shall cease and terminate as of
the date when possession is taken pursuant to such proceeding or purchase. The
Base Rent and Additional Rent shall be adjusted apportioned as of the time of
such termination and any Base Rent and Additional Rent paid for a period
thereafter shall be refunded. In the event a material portion only of the
Building shall be so

                                      15
<PAGE>

taken (even though the Leased Premises may not have been affected by the taking
of a portion of the Building), Landlord may, within such 30-day period, elect
to terminate this Lease as of the date when possession is taken pursuant to
such proceeding or purchase or Landlord may elect to repair and restore the
portion not taken at its own expense, and thereafter the Base Rent and
Additional Rent shall be reduced proportionately to reflect the portion of the
Leased Premises or Building not taken.

               (b)    In the event of any total or partial taking of the
Building, Landlord shall be entitled to receive the entire award in any such
proceeding and Tenant hereby assigns any and all right, title and interest of
Tenant now or hereafter arising in or to any such award or any part thereof and
Tenant hereby waives all rights against Landlord and the condemning authority
except that Tenant shall have the right to claim and prove in any such
proceeding and to receive any award which may be made to Tenant, if any,
specifically for damages for loss of movable trade fixtures, equipment and
moving expenses.

          Section 20. ESTOPPEL CERTIFICATE. At any time and from time to time
and within ten (10) days after written request by Landlord, Tenant shall
execute, acknowledge and deliver to Landlord a statement in writing duly
executed by Tenant, certifying that (i) this Lease is in full force and effect
without modification or amendment (or, if there have been any modifications or
amendments, that this Lease is in full force and effect as modified and amended
and setting forth the dates of the modifications and amendments); (ii) the
dates to which annual Base Rent and Additional Rent have been paid; (iii) to
the knowledge of the certifying party, no default exists under this Lease or
specifying each such default; and (iv) such other matters as Landlord may
reasonably request; it being the intention and agreement of Landlord and Tenant
that any such statement by Tenant may be relied upon by a prospective purchaser
or a prospective mortgagee of the Building, or by others, in any matter
affecting the Leased Premises.

          Section 21. DEFAULT. The occurrence of any of the following shall
constitute an event of default ("Event of Default") and a material breach of
this Lease by Tenant:

               (a)    The failure of Tenant to take possession of the Leased
Premises within sixty (60) days after the Commencement Date of this Lease;

               (b)    A failure by Tenant to pay, when due, any installment of
Base Rent required to be paid by Tenant under this Lease, and such failure
continues for more than fifteen (15) days after written notice, provided that
such grace period shall not be applicable more than two times in any twelve
(12) consecutive month period;

               (c)    A failure by Tenant to pay, when due, any installment of
Additional Rent or any other sum required to be paid by Tenant under this Lease
and such failure continues for more than fifteen (15) days after Tenant has
received written notice of the delinquent payment from Landlord, provided that
such grace period shall not be applicable more than two times in any twelve
(12) consecutive month period;

               (d)    A failure by Tenant to observe and perform any other
provision or covenant of this Lease to be observed or performed by Tenant, and
such failure continues for thirty

                                      16
<PAGE>

(30)days after Tenant receives written notice thereof from Landlord; provided,
however, that if the nature of the default is such that the same cannot
reasonably be cured within such thirty (30)day period but is subject to cure
within an additional sixty (60) days after the end of the thirty (30)day
period, Tenant shall not be deemed to be in default if Tenant shall commence
and diligently pursue the cure of the default within such thirty (30)day period
and cures such failure within such additional sixty (60)day period; and

               (e)    The filing of a petition by or against Tenant for
adjudication as a bankrupt or insolvent or for its reorganization or for the
appointment of a receiver or trustee of Tenant's property pursuant to any
local, state or federal bankruptcy or insolvency law; or an assignment by
Tenant for the benefit of creditors; or the taking possession of the property
of Tenant by any local, state or federal governmental officer or agency or
court-appointed official for the dissolution or liquidation of Tenant or for
the operating, either temporary or permanent, of Tenant's business, provided,
however, that if any such action is commenced against Tenant the same shall not
constitute a default if Tenant causes the same to be dismissed within sixty
(60) days after the filing thereof.

          Section 22. REMEDIES. Upon the occurrence of any Event of Default
then, in addition to all rights and remedies provided by law or equity, or
provided for elsewhere in this Lease, Landlord shall have all of the rights and
remedies specified in the following paragraphs, without any further notice or
demand whatsoever

               (a)    Landlord may perform for the account of Tenant the cure
of any such default of Tenant and immediately recover as additional rent any
expenditures made and the amount of any obligations incurred in connection
therewith, plus interest accrued at a rate per annum equal to the prime rate
announced by Citibank, N.A., from time to time ("Prime Rate"), plus four
percent (4%), from the date of any such expenditures;

               (b)    Landlord may immediately proceed to collect or bring
action for the rent as well as for liquidated damages provided for hereinafter,
as being rent in arrears, or may file a Proof of Claim in any bankruptcy or
insolvency proceeding for such rent, or Landlord may institute any other
proceedings, whether similar to the foregoing or not, to enforce payment
thereof, the requirement of a Notice to Quit being hereby expressly waived;

               (c)    Landlord may re-enter and repossess the Leased Premises
breaking open locked doors, if necessary, and may use as much force as
necessary to effect such entrance. Landlord may remove all of Tenant's goods
and property from the Building and store same, at Tenant's sole cost and
expense,

               (d)    At any time after the occurrence of any Event of Default,
Landlord may re-enter and repossess the Leased Premises or any part thereof and
attempt to relet all or any part of the Leased Premises for and upon such terms
and to such persons, firms or corporations and for such period or periods as
Landlord, in its sole discretion, shall determine, including a term beyond the
termination of this Lease. Landlord shall consider any tenant offered by Tenant
in connection with such reletting. For the purpose of such reletting, Landlord
may decorate or make reasonable

                                      17
<PAGE>

repaires. changes, alterations or additions in or to the Building and Leased
Premises to the extent reasonably deemed necessary by Landlord; and the cost of
such changes, alterations or additions shall be charged to and be payable by
Tenant as Additional Rent hereunder, as well as any reasonable brokerage and
legal fees expended by Landlord. Any sums collected by Landlord from any new
tenant during the remaining term of the Lease shall be credited against the
balance of the Base Rent and Additional Rent due hereunder as aforesaid. Tenant
shall pay to Landlord monthly, on the days when the Base Rent and Additional
Rent would have been payable under this Lease, the amount due hereunder less
the net amount obtained by Landlord from such new tenant. Landlord shall use
reasonable efforts to re-let the Leased Premises;

               (e)    At its option, Landlord may serve notice upon Tenant that
this Lease and the unexpired term hereof shall cease and expire and become
absolutely void on the date specified in such notice, to be not less than
fifteen (15) days after the date of such notice, without any right on the part
of Tenant to save the forfeiture by payment of any sum due or by performance of
any term, provision, covenant, agreement or condition broken; and, thereupon
and at the expiration of the time limit in such notice, this Lease and the term
hereof granted, as well as the entire right, title and interest of Tenant
hereunder, shall wholly cease and expire and become void in the same manner and
with the same force and effect (except as to Tenant's liability) as if the date
fixed in such notice were the expiration date of the term of this Lease.
Thereupon, Tenant shall immediately quit and surrender the Leased Premises to
Landlord and Landlord may enter into and repossess the Leased Premises by
summary proceedings, detainer, ejectment or otherwise and remove all occupants
thereof and, at Landlord's option, any property therein, without being liable
to indictment, prosecution or damages therefor;

               (f)    At Landlord's option, Tenant shall pay to Landlord on
demand all Base Rent, Additional Rent and other charges payable hereunder due
and unpaid to the date of demand (allowing Tenant a credit for any sums
collected by Landlord from any new tenant to the extent provided in paragraph
(d) above), together with liquidated damages in an amount equal to twenty five
percent (25%) of the Base Rent, Additional Rent and other charges required to
be paid under this Lease from the date of said demand to the Expiration Date of
the term of this Lease, as if the same had not or will not be terminated,
together with interest thereon from the date of demand to the date paid at a
rate equal to the Prime Rate plus four percent (4%) per annum. The amount of
liquidated damages attributable to Tenant's Space Ratio of operating costs
shall equal the amount of such costs paid as Additional Rent by Tenant for the
entire Lease Year immediately prior to such default multiplied by the number of
Lease Years (or portions thereof) remaining through the Expiration Date.
Landlord and Tenant acknowledge that the damages to which Landlord is entitled
in the event of a default under this Lease and, if applicable, termination by
Landlord, are not easily computed and are subject to many variable factors.
Therefore, Landlord and Tenant have agreed to the liquidated damages as herein
provided in order to avoid extended litigation in the event of default by
Tenant, and if applicable, termination of this Lease.

     In the event Landlord exercises the remedy under this paragraph and Tenant
pays Landlord the entire amount of the liquidated damages, Landlord shall be
deemed to have made an election of remedies and except for regaining possession
of the Leased Premises and termination of

                                      18
<PAGE>

this Lease, Landlord shall not be entitled to exercise any further remedy under
this Section; it being expressly agreed by the parties that the payment of the
liquidated damages shall not entitle Tenant to continue this Lease and
possession of the Leased Premises, which Landlord may terminate at any time
under an Event of Default hereunder.

               (g)    If an Event of Default shall arise as a result of Tenant's
failure to pay any Base Rent, Additional Rent or other charges hereunder (for
the purposes of this sub-section, "Charges"), Tenant hereby empowers any
Prothonotary, Clerk of Court or attorney of any Court of Record to appear for
Tenant in any and all actions which may be brought for such Charges and to sign
for Tenant a warrant of attorney for the recovery of such Charges subject to
the limitations as set forth in Section 22(f) hereof, and in said warrant or
suit to CONFESS JUDGMENT against Tenant for same, and for interest at the rate
of one and one half percent (11/2%) per month from the date of delinquency or
such lower rate required by applicable law. Such authority shall not be
exhausted by one exercise thereof, but judgment may be confessed as aforesaid
from time to time in the event of subsequent Events of Default during the
original or any extension term hereof, and such powers may be exercised as well
after the expiration of the original term and/or during any extension or
renewal of this Lease. Interest at the above stated rate shall continue to
accrue on any and all outstanding sums due to Landlord notwithstanding the
entry of judgment.

     When this Lease shall be terminated as a result of an Event of Default,
either during the original Term of this Lease or any renewal or extension
thereof, and also when and as soon as the Term hereby created or any extension
thereof shall have expired, it shall be lawful for any attorney as attorney for
Tenant to CONFESS JUDGMENT in EJECTMENT against Tenant and all persons claiming
under Tenant for the recovery by Landlord of possession of the herein Leased
Premises, for which this Lease shall be its sufficient warrant, whereupon, if
Landlord so desires, a writ of Execution or of Possession may issue forthwith,
without any prior writ or proceedings whatsoever subject, however, to the
applicable Rules of Civil Procedure for the Commonwealth of Pennsylvania, as
amended, and provided that if for any reason after such action shall have been
commenced the same shall be determined and the possession of the Leased
Premises hereby demised remain in or be restored to Tenant, Landlord shall have
the right upon any subsequent Event or Events of Default, or upon the
termination of this Lease as hereinbefore set forth, to enter successive
judgments to recover possession of the said Leased Premises, the ability to
CONFESS JUDGMENT in EJECTMENT contained herein not being exhausted by the
single or multiple use thereof.

          Tenant expressly waives the benefits of all laws, now or hereafter in
force, exempting any goods on the Leased Premises, or elsewhere from distraint,
levy or sale in any legal proceedings taken by the Landlord to enforce any
rights under this Lease. Tenant further waives the right of inquisition on any
real estate that may be levied upon to collect any amount which may become due
under the terms and conditions of this Lease, and does hereby voluntarily
condemn the same and authorizes the Prothonotary or Clerk of Court to issue a
Writ of Execution or other process upon Tenant's voluntary condemnation, and
further agrees that the said real estate may be sold on a Writ of Execution or
other process. If proceedings shall be commenced by Landlord to recover
possession under the Acts of Assembly, either at the end of the term or sooner
termination of this Lease, or for nonpayment of rent or any other reason to the
extent applicable, if at all, Tenant specifically waives

                                      19
<PAGE>

the right to the three months' notice and/or the fifteen or thirty days' notice
required by the Act of April 6, 1951, P.L. 69, and any and all amendments
thereto. Tenant also expressly agrees to pay for all of Landlord's costs and
expenses, including but not limited to attorney's fees, incurred by Landlord in
the enforcement of any or all of his rights hereunder. No reference to any
specific right or remedy shall preclude Landlord from exercising any other
right or from having any other remedy or from maintaining any action to which
it may otherwise be entitled at law or in equity.

               (h)    The rights and remedies given to Landlord in this Lease
are distinct, separate and cumulative remedies, and no one of them, whether or
not exercised by Landlord, shall be deemed to be in exclusion of any of the
others.

          Section 23.   REQUIREMENT OF STRICT PERFORMANCE. The failure or delay
on the part of Landlord to enforce or exercise at any time any of the
provisions, rights or remedies in the Lease shall in no way be construed to be
a waiver thereof, or in any way to affect the validity of this Lease or any
part thereof, or the right of Landlord to thereafter enforce each and every
such provision, right or remedy. No waiver of any breach of this Lease shall be
held to be a waiver of any other or subsequent breach. The receipt by Landlord
of Base Rent or Additional Rent at a time when the Tenant is in default in the
payment of Base Rent or Additional Rent under this Lease shall not be construed
as waiver of such default. The receipt by Landlord of a lesser amount than the
Base Rent or Additional Rent due shall not be construed to be other than a
payment on account of the Base Rent or Additional Rent then due, and any
statement on Tenant's check or any letter accompanying Tenant's check to the
contrary shall not be deemed an accord and satisfaction, and Landlord may
accept such payment without prejudice to Landlord's right to recover the
balance of the Base Rent or Additional Rent due or to pursue any other remedies
provided in this Lease. No act or thing done by Landlord or Landlord's agents
or employees during the term of this Lease shall be deemed an acceptance of a
surrender of the Leased Premises and no agreement to accept such a surrender
shall be valid unless in writing and signed by Landlord.

          Section 24.   SURRENDER OF LEASED PREMISES; HOLDING OVER.

               (a)    The Lease shall terminate and Tenant shall deliver up and
surrender possession of the Leased Premises to Landlord at 11:59 P.M. local time
on the last day of the term hereof, and Tenant hereby waives the right to any
notice of termination or notice to quit. Upon the expiration or sooner
termination of this Lease, Tenant covenants to deliver up and surrender
possession of the Leased Premises in the same condition in which Tenant has
agreed to maintain and keep the same during the term of this Lease in
accordance with the provisions of this Lease, normal wear and tear excepted.

               (b)    Upon the failure of Tenant to surrender possession of the
Leased Premises to Landlord upon the expiration or sooner termination of this
Lease, Tenant shall pay to Landlord, as liquidated damages, an amount equal to
150% of the then current Base Rent and Additional Rent required to be paid by
Tenant under this Lease, applied to the first thirty (30) days Tenant shall
remain in possession after the expiration or sooner termination of this Lease,
and 200% of the then current Base Rent and Additional Rent required to be paid
by Tenant under this Lease,

                                      20
<PAGE>

applied to the holdover period from and after the 31st day Tenant shall remain
in possession after the expiration or sooner termination of this Lease.
Acceptance by Landlord of Base Rent or Additional Rent after such expiration or
earlier termination shall not constitute a consent to a holdover hereunder or
result in a renewal. The foregoing provisions of this paragraph are in addition
to and do not affect Landlord's right of reentry or any other rights of
Landlord hereunder or otherwise provided by law.

          Section 25.   COMPLIANCE WITH LAWS AND ORDINANCES. At its sole cost
and expense, Tenant shall promptly fulfill and comply with all laws, ordinances,
regulations and requirements of the Federal, state and local governments and
any and all departments thereof having jurisdiction over the Building
applicable to Tenant's use and occupancy of the Leased Premises (but not those
applicable to the Building generally or its occupancy, which, subject to the
terms hereof, shall be Landlord's sole responsibility), and the National Board
of Fire Underwriters or any other similar body now or hereafter constituted,
affecting Tenant's occupancy of the Leased Premises or the business conducted
therein.

          Section 26.   TENANT DESIGN PROCESS.

               (a)    Landlord shall retain, at Landlord's cost and expense,
the services of a qualified and experienced tenant finish architect ("Tenant
Finish Architect") and other consultants, to be approved by Tenant, as shall be
reasonably necessary for the purposes of planning, designing and construction
of the Leased Premises for Tenant's occupancy acceptable to Tenant in scope and
detail ("Tenant Finish Work"), it being understood that Landlord's required
"Tenant Finish Work" shall be limited to amounts determined in Landlord's
discretion to be normal tenant finish work and that Landlord's financial
contribution to said work shall in no event exceed the Tenant Finish Work
Allowance Amount (as defined below). It is agreed that the design and
installation of the HVAC system in the Building shall be included in the Tenant
Finish Work. The cost of the Tenant Finish Architect shall be included in the
Tenant Finish Work Allowance Amount provided by Landlord. The Tenant Finish
Architect shall be responsible for the development, completion and submission
of certain design and construction documentation for Tenant's and Landlord's
review and approval as set forth herein. Tenant hereby approves Lee
Architectural Associates as the Tenant Finish Architect.

               (b)    The Tenant Finish Architect shall meet with Tenant to
determine Tenant's space requirement program. Tenant's space requirement
program shall include a determination of Tenant's general space requirements,
Tenant's specific functional and organizational space requirements, special
lighting, electrical and security requirements, preferred locations and
configurations of offices, work rooms, manufacturing requirements, conference
rooms, reception areas, file rooms and other rooms, and a determination of any
other specialized Tenant requirements.

               (c)    The Tenant Finish Architect shall complete the plans,
drawings, and specifications ("Tenant Construction Documents") necessary and
required to implement the Tenant Finish Work. Tenant Construction Documents
shall be in compliance with and contain all information necessary to obtain the
permits and licenses required to perform the Tenant Finish Work.

                                       21
<PAGE>

          Section 27. TENANT FINISH WORK.

               (a)    Tenant hereby approves and Landlord consents to the use of
Boyle Associates, or such other contractor as may be approved by Tenant, as the
Tenant Finish Work contractor. Within two weeks after receiving the Tenant
Construction Documents, Boyle Associates will develop a not-to-exceed
construction cost for the entire Tenant Finish Work.

               (b)    Landlord shall pay the Tenant Finish Work Allowance Amount
towards the cost of the Tenant Finish Work for the Leased Premises. Tenant
shall pay for the balance of the cost of the Tenant Finish Work for the Leased
Premises. Such amounts shall be payable as follows:

                     (1) Upon receipt and approval by Landlord and Tenant of
the not-to-exceed figure for the Tenant Finish Work for the Leased Premises,
Landlord and Tenant shall open a joint checking account requiring the
signatures of both Landlord and Tenant on checks. Landlord shall deposit the
Tenant Finish Work Allowance Amount into said account, and Tenant will deposit
an amount equal to the not-to-exceed figure less Tenant Finish Work Allowance
Amount, in each case within ten (10) days of the acceptance of the
not-to-exceed figure except as otherwise mutually agreed by Landlord and Tenant.

                     (2) All invoices for the Tenant Finish Work, upon
approval by Boyle Associates and Lee Architectural Associates, shall be
delivered to Landlord for review with Tenant and approval by both Landlord and
Tenant.

                     (3) Upon approval of the invoices, Landlord and Tenant
shall jointly execute a check and deliver the same for payment of such
invoices.

                     (4) Tenant shall be responsible for the cost of any
Tenant Finish Work in excess of Tenant Finish Work Allowance Amount regardless
of the reason for such overage. In the event the total cost of the Tenant
Finish Work is in excess of Tenant Finish Work Allowance Amount but less than
the total amount deposited in the joint account, the balance remaining in the
account upon completion of the Tenant Finish Work shall be delivered to Tenant.
In the event the total cost of the Tenant Finish Work is less than the Tenant
Finish Work Allowance Amount, an amount equal to Tenant Finish Work Allowance
Amount less the total cost shall be refunded to Landlord and the balance
remaining in the account, if any, shall be delivered to Tenant. The provisions
of this Section 27(b)(4) shall survive the expiration or earlier termination of
this Lease.

               (c)    The term "Tenant Finish Work Allowance Amount" shall mean
the excess, if any, of $4 million over the total amount of the Final
Construction Budget approved by the parties in accordance with Section 1(c) of
this Lease and shall be set forth in the Revised Exhibit B adopted pursuant to
Section 1(d) of this Lease.

               (d)    Landlord shall cause all Tenant Finish Work to be done in
a good and workmanlike manner. Subject to force majeure, Landlord shall cause
the Tenant Finish Work to be

                                      22
<PAGE>

carried forward expeditiously and with adequate work forces so as to achieve
Substantial Completion of the Leased Premises on or before the Anticipated
Commencement Date.

               (e)    Landlord shall leave the Leased Premises, upon completion
of all construction, in a broom-swept and fully serviceable fashion.

               (f)    If, within one (1) year after the date of Substantial
Completion of the Tenant Finish Work, any of Tenant's Finish Work is reasonably
found by Tenant to be not in substantial accordance with the requirements of
the Tenant Construction Documents, Landlord shall cause it to be corrected
promptly after receipt of written notice from Tenant to do so, provided
however, that Landlord's financial contribution toward the Tenant Finish Work
shall not exceed the Tenant Finish Work Allowance Amount. Landlord's obligation
under this paragraph shall survive Tenant's occupancy of the Leased Premises
upon Substantial Completion. Tenant shall give Landlord notice promptly after
discovery of the condition.

               (g)    Changes in the Tenant Finish Work may be accomplished only
by change order signed byLandlord and Tenant ("Change Order"). Changes in the
Tenant Finish Work shall be performed in conformity with the provisions of this
section and the provisions of the Change Order.

          Tenant shall have the right to request changes in the Tenant Finish
Work by making a written request to Landlord describing the requested change,
provided that Landlord shall not be obliged to execute the requested change
unless a Change Order is issued with respect thereto.

          A Change Order is a written instrument prepared by the Tenant
Finish Contractor and signed by Landlord and Tenant stating their agreement
upon all of the following: (a) a change in the Tenant Finish Work; (b) the
extent of the adjustment in the cost of the Tenant Finish Work, and which party
shall pay; and (c) the extent of the adjustment in the date of Substantial
Completion of the Tenant Finish Work, if any.

          Section 28. TENANT'S SEPARATE CONTRACTORS. At Tenant's sole cost
and expense, Tenant may perform work with separate contractors, prior to the
Commencement Date, subject to the following requirements:

               (a)    The work shall be limited to computer, network
installation, telephone installations, process gas line installation, DI water
system installation, and furniture, carpet, and equipment installations.

               (b)    Tenant shall obtain Landlord's prior written approval of
the contractor and of the specified work to be performed, which approval will
not be unreasonably withheld or delayed, and shall furnish Landlord with
adequate design documentation of such work.

               (c)    As soon as practicable, Tenant shall furnish to Landlord,
in writing, the names of the persons or entities proposed to perform Tenant's
separate work. Tenant shall not contract with any person or entity with whom
Landlord has reasonable objection.

                                      23
<PAGE>

               (d)    The entry by Tenant and Tenant's contractors, workmen and
mechanics into the Leased Premises shall be deemed to be under all of the
terms, covenants, conditions and provisions of this Lease, except the covenant
to pay Base Rent and Additional Rent.

               (e)    Landlord shall not be liable to Tenant in any way for any
injury or death to any person or persons, loss or damage to any of the
leasehold improvements or installations made in the Leased Premises or loss or
damage to property placed therein or thereabout, the same being at Tenant's
sole risk, except for any injury or damage caused in whole or in part by the
negligence or willful misconduct of Landlord, its employees, agents or
independent contractors. In addition to any other conditions or limitations on
such license to enter the Leased Premises prior to the Commencement Date,
Tenant expressly agrees that none of its agents, contractors, workmen,
mechanics, suppliers or invitees shall enter the Leased Premises prior to the
Commencement Date unless and until each of them shall furnish Landlord with
satisfactory evidence of Comprehensive General Liability insurance coverage and
financial responsibility.

               (f)    Landlord shall endeavor to afford Tenant's separate
contractors reasonable access to work areas at reasonable times consistent with
the restrictions herein, provided, however, that the reasonable decision of
Landlord as to such access shall be final.

          Section 29. SUBSTANTIAL COMPLETION.

               (a)    As used herein, the Leased Premises shall be considered
"Substantially Complete" as of the date when construction of the Building,
Common Areas and Tenant Finish Work has been substantially completed in
conformity with the Floor Plans of the Building and the Leased Premises annexed
as Exhibit A hereto and the Tenant Construction Documents, in all aspects
necessary to permit Tenant to occupy and utilize the Leased Premises for the
uses permitted by this Lease, subject to minor punch list items.

               (b)    Immediately prior to occupancy of the Leased Premises by
Tenant, Tenant and Landlord jointly shall inspect the Building and the Leased
Premises in order to determine and record their condition and to prepare a
comprehensive list of items that have not been completed (or which have not
been correctly or properly completed) in conformity with the building plans and
specifications set forth in Exhibit A and Tenant's Construction Documents
("Punch List Item"). Thereafter Landlord shall proceed promptly to complete and
correct all Punch List Items.

          Section 30. TENANT DELAYS DEFINED. A "Tenant Delay" is any delay in
the completion of Tenant's Construction Documents or in preparation of the
Leased Premises for occupancy, caused by an act or omission of Tenant,
including, without limitation, the following:

               (a)    Tenant's failure to submit in a timely manner as provided
herein approved Tenant's Construction Documents.

               (b)    Delay caused by revisions to approved Tenant's
Construction Documents requested by Tenant after submission to Landlord.

                                      24
<PAGE>

               (c)    Delay in the commencement of Tenant Finish Work resulting
from Tenant's failure to authorize the award of the Tenant Construction
Contracts in a timely manner as provided herein.

               (d)    Delay caused by the performance or nonperformance of any
work or activity by Tenant or any of its employees, agents or separate
contractors or consultants, provided Landlord gives Tenant written notice of
such delay as promptly as possible, but in any event within (30) days following
any such delay.

               (e)    Delay caused by Tenant requested changes in the Tenant
Finish Work as established by written Change Order signed by Landlord and
Tenant.

          Section 31. DELAY IN POSSESSION. In the event that Substantial
Completion of the Leased Premises is delayed by any Tenant Delay, then for
purposes of determining the Commencement Date as provided in Section 2 hereof,
the date of Substantial Completion shall be adjusted by subtracting one (1) day
from the actual date of Substantial Completion of the Leased Premises for each
day of Tenant Delay.

          Section 32. OPTIONS TO RENEW; ADDITIONAL SPACE; RIGHT OF FIRST
REFUSAL.

               (a)     Landlord hereby grants Tenant one (1) option to renew the
term of the Lease, upon the following terms and conditions:

                      (1) The renewal term shall be for five (5) years,
commencing on the day following the expiration date of the initial term;

                      (2) Tenant must exercise the option, if at all, upon at
least ninety (90) days' written notice to Landlord, prior to the expiration
date of the initial term, as the case may be;

                      (3) At the time Tenant delivers its notice of
election to renew to Landlord, this Lease shall be in full force and effect and
Tenant shall not then be in default under any of the material terms and
conditions of the Lease beyond any applicable cure period;

                      (4) The renewal term shall be upon the same terms,
covenants and conditions contained in this Lease, except that the annual Base
Rent for the renewal term shall be the rent set forth in Exhibit H attached
hereto;

                      (5) Tenant shall continue to pay Tenant's Space Ratio
of all costs and expenses of operation as set forth in Section 4 above;

                      (6) In the event that Tenant assigns this Lease at
any time prior to the end of the tenth (10th) Lease Year, there shall be no
further right or privilege to renew the term of this Lease; and

                                      25
<PAGE>

                      (7) If Tenant exercises the option to renew, Landlord
and Tenant shall execute and deliver an amendment to this Lease confirming the
commencement and expiration dates of the renewal term, the Base Rent payable by
Tenant during the renewal term, and any other relevant terms and conditions
agreed upon by Landlord and Tenant applicable during the renewal term.

               (b)    (1) If, during the period commencing after the date
hereof and through to the end of the term or any renewal term, Landlord shall
construct additional space and or buildings upon the Land that are not part of
the Building and Landlord shall have received a bona fide offer or request for
proposal from a third party (other than Landlord or any person or entity
affiliated with Landlord) to lease any such additional space, other than the
space then (or at any prior time) under lease to Tenant (or any affiliate or
subtenant of Tenant) pursuant to this Lease or otherwise (the additional space
is referred to herein as "Additional Space"), or Landlord shall make an offer
to such third party to lease the Additional Space, provided that there has been
no Event of Default (or event or condition which, with the passage of time or
giving of notice, or both, would constitute an Event of Default) that has
occurred and is continuing at such time, Landlord shall notify Tenant that it
has made an offer or received an offer or request for proposal for such space.
In the event Landlord and such third party agree on the terms for leasing the
Additional Space, then promptly following such agreement (which shall be
subject to Tenant's rights under this Section 32(b)(1)), Landlord shall notify
Tenant of such occurrence, in writing (the "Expansion Notice"), including the
proposed rental rate, lease term, renewal(s) and other material terms, if any,
contained in such agreement with the third party for leasing the Additional
Space. The Expansion Notice shall also contain the terms upon which Landlord
will be willing to lease the portion of the Additional Space subject to such
agreement, to Tenant (the "Offered Terms"), including, without limitation, the
term, any renewal term and rental rate (it being understood that the Offered
Terms will be fair market terms, but may be different than but in no event less
favorable to Tenant than the terms applicable to the third party). Tenant shall
have thirty (30) days from receipt of Landlord's Expansion Notice to exercise
its option to lease the portion of the Additional Space subject to such offer
(on the Offered Terms), by written notice to Landlord. The parties further
agree that once any space in the Additional Space is leased to any person or
entity other than Landlord or any person or entity affiliated with Landlord
(any such tenant being referred to herein as the "New Tenant" and such portion
of the Additional Space leased to the New Tenant being referred to as the "New
Tenant Space"), and provided that Landlord has complied with the provisions in
this Section 32 (b)(1) with respect to such space and the terms under which the
New Tenant Space is leased are no more favorable to the New Tenant than the
Offered Terms, Tenant's rights described in this Section 32(b)(1) with respect
to the New Tenant Space shall expire, and Landlord shall have no further
obligations to Tenant with respect to the New Tenant Space, except as expressly
provided in Section 32(b)(2) hereof.

                      (2) If, during the period commencing after the date
hereof and through to the end of the term or renewal term any New Tenant
provides written notice to Landlord that it is vacating any New Tenant Space
and ending its lease of such space (and is not subleasing or assigning such
space to another entity) or the lease of such space otherwise terminates or
expires, and provided that there has been no Event of Default (or event or
condition which, with the passage of

                                      26
<PAGE>

time or giving of notice, or both, would constitute an Event of Default) that
has occurred and is continuing at such time, Landlord shall notify Tenant of
the same, and the terms upon which Landlord will be willing to lease the New
Tenant Space to Tenant (the "Offered Lease Terms"), including, without
limitation, the term, any renewal term and the rental rate (it being understood
that the Offered Lease Terms will be fair market terms and in no event less
favorable to Tenant than the terms applicable to the New Tenant), and that
Tenant may elect to lease the New Tenant Space on such terms when such space
becomes available. Tenant shall have thirty (30) days from receipt of
Landlord's notice to exercise its option to lease such New Tenant Space (on the
Offered Lease Terms), by written notice to Landlord. In the event that Tenant
does not exercise its right with respect to such New Tenant Space, Tenant's
rights described in this Section 32(b)(2) with respect to such New Tenant Space
shall expire, and Landlord shall have no further obligations to Tenant with
respect to such New Tenant Space; provided that Landlord has complied with this
Section 36(b)(2) and does not thereafter lease the New Tenant Space to a third
party on terms more favorable than the Offered Lease Terms.

                      (3) If requested in writing by Tenant, Landlord
shall, promptly following its receipt of such request, provide Tenant with the
then current tenants at the Leased Premises and the scheduled expiration dates
of their respective leases.

                      (4) Notwithstanding anything contained in this Lease,
the parties agree that the provisions of Sections 32(b)(1) and 32(b)(2) hereof
shall not be applicable, and shall be of no force or effect, if Tenant (and/or
any affiliate of Tenant) at any time is leasing the entire portion of the
Leased Premises and all leasable portions of any Additional Space pursuant to
this Lease or otherwise.

               (c)    If, during the period commencing after the date hereof
and through to the end of the term or the renewal term, Landlord shall have
made a bona fide offer to or received a bona fide offer or request for proposal
from a third party (other than Landlord or any entity or person affiliated with
Landlord) to sell the Leased Premises, the Additional Space or any part
thereof, Landlord shall notify Tenant of such occurrence. In the event Landlord
and such third party reach agreement on the terms of such sale (which agreement
shall be subject to Tenant's rights under this Section 32(c)), then promptly
following the reaching of such agreement, Landlord shall notify Tenant of such
occurrence, in writing (the "Sale Notice"), including the proposed terms of
such sale. The Sale Notice shall also contain the essential terms upon which
Landlord will be willing to sell the Lease Premises, the Additional Space or
the portion thereof, as the case may be, to Tenant (the "Offered Sale Terms")
(it being understood that the Offered Sale Terms shall be fair market terms and
in no event less favorable to Tenant than the terms of sale agreed to with such
third party). Tenant shall have thirty (30) days from receipt of Landlord's
Sale Notice to exercise its right of first refusal (on the Offered Sale Terms),
by written notice to Landlord. The parties further agree that once any sale to
any person or entity other than Landlord or any person or entity affiliated
with Landlord (any such purchaser being referred to herein as the "New Owner")
has occurred, Tenant's rights described in this Section 32(c) with respect to
the right of first refusal shall expire; provided

                                      27
<PAGE>

that Landlord has complied with the provisions in this Section 32(c) with
respect to such sale and Landlord does not sell to the New Owner on terms more
favorable than the Offered Sale Terms.

          Section 33. PURCHASE OPTION. At any time on or prior to the end of
the tenth (10th) Lease Year, Tenant shall have the right, privilege and
option (the "Option"), upon the terms and conditions hereinafter set forth, to
purchase the Leased Premises. The Option shall be exercised by Tenant giving
Landlord written notice of its intent to exercise the Option (the "Option
Notice"). The following terms and conditions shall apply to a sale made
pursuant to exercise of the Option:

               (a) Closing on the sale of the Leased Premises pursuant to
the Option (the "Closing") shall be made by Landlord and Tenant within ninety
(90) days after the Option Notice is given to Landlord, on such date as Tenant
shall specify as the date of the Closing (the "Closing Date"). The Closing
shall occur at such place in Bethlehem, Pennsylvania, as Tenant shall specify
in writing to Landlord.

               (b) The purchase price shall be paid at the Closing by
certified check, cashier's check or title insurance company check. The purchase
price for the Leased Premises shall be calculated as follows: (i) as of the
Closing Date, the aggregate of (A) the Equity Return (as defined below), plus
                                                                         ----
(B) the then current unpaid principal balance of all Landlord's loan(s) or
other borrowings incurred for the purpose of acquiring the Leased Premises and
constructing, improving, renovating and maintaining the Building and Common
Areas plus accrued but unpaid interest, pre-payment penalties, fees, costs and
      ----
similar expenses of and from Landlord's lender(s); then (ii) the sum of
subparagraph (i) shall be reduced by the amount of the security deposit then
                          -------
held by Landlord pursuant to Section 47 of the Lease.

               (c) For purposes hereof, the term "Equity Return" shall be
determined pursuant to the following formula:

               ER = LEC x (1.5 + (0.05 x LY))

               "ER" means the Equity Return payable in connection with the
               exercise of the Option.

               "LEC" means the final Landlord Equity Contribution as set
               forth in the Revised Exhibit B to this Lease.

               "LY" means the Lease Year in which the Option is exercised by
               Tenant, provided that LY shall in no event exceed 10.

               (d) Within sixty (60) days after the Commencement Date and
thereafter within sixty (60) days after the end of each calendar year, Landlord
shall deliver to Tenant an amortization

                                      28
<PAGE>

schedule showing the then current balance of its loan(s) then secured by
mortgage(s) on the Leased Premises plus accrued interest, if any. Landlord
shall give Tenant at least thirty (30) days advance written notice of any
refinancing of any of the loans or borrowings referred to in Section
33(b)(i)(B). If Tenant delivers an Option Notice to Landlord during that thirty
(30) day period, Landlord agrees not to refinance such loans or borrowings.

               (e) Conveyance of the Leased Premises shall be by special
warranty deed to Tenant, together with an assignment of all other existing
tenant leases, if any, on any portion of the Leased Premises. Title shall be a
good and marketable fee simple title, free and clear of all liens and
encumbrances, and shall be insurable as such at regular rates by a title
insurance company maintaining an office in Allentown or Bethlehem, Pennsylvania.

               In the event that a good and marketable title, as provided in
the previous paragraph, cannot be given by Landlord to Tenant, the Tenant may
accept the title without insurance or subject to exceptions or Tenant may, by
written notice to Landlord, rescind its exercise of the Option.

               Real estate taxes shall be apportioned between the parties as
of the Closing Date on a fiscal year basis. All rent under the Lease and any
other tenant leases, and all sewer rent, water rent and other utility charges
shall be apportioned as of the Closing Date on the basis of the then current
term. Municipal assessments shall be the responsibility of the Tenant.

               (f) The costs and expenses of sale and conveyance shall be borne
by the parties as follows:

                      (i)   Landlord shall pay for the preparation of and
acknowledgment of the deed.

                      (ii)  Tenant shall pay all Pennsylvania and local real
estate transfer taxes.

                      (iii) All other expenses of conveyance shall be paid
by the party incurring them.

               (g) Provided the Closing occurs, Tenant shall be responsible
for the costs of any work done or ordered to be done by notice from any duly
constituted authority upon or about the Leased premises after the date of the
exercise of the Option.

               (h) In the event that Tenant assigns this Lease at any time
prior to the end of the tenth (10(th)) Lease Year, there shall be no further
right or privilege to exercise the Option to purchase the Leased Premises in
accordance with this Section 33 unless Landlord agrees in writing that the
Option shall be exercisable by the assignee.

               (i) The parties hereto shall execute and Tenant shall record,
at its sole cost and expense, a Memorandum of Lease substantially in the form
as attached hereto as Exhibit I.

                                      29
<PAGE>

          Section 34. PROJECT NAME AND SIGNAGE. During the term of this
Lease, Tenant shall have the right to display its name highest on a "monument
sign" located near the entrance to Land (to the extent permitted by applicable
zoning ordinances and regulations). No other signage shall be permitted on the
Leased Premises without the prior written approval of Landlord.

          Section 35. ARBITRATION. Any controversy or claim arising out of or
related to this Lease (other than arising under paragraphs 21 and 22 hereof)
shall be settled by arbitration in Northampton County, Pennsylvania, in
accordance with the Rules of the American Arbitration Association, and the
arbitrator's award shall be binding on the parties and judgment upon such award
may be entered in any court having jurisdiction thereof. If Landlord and Tenant
are unable to agree on the resolution of a controversy or claim, either party
may five (5) days thereafter, by written notice to the other and to the
American Arbitration Association, submit the dispute to arbitration for
conclusive and final determination. No arbitration shall include, by
consolidation or joinder or in any other manner, parties other than the
Landlord and the Tenant, including Tenant's assigns and subtenants.

          Section 36. NOTICES. All notices or demands under this Lease shall
be in writing and shall be given or served by either Landlord or Tenant to or
upon the other, either personally or by Registered or Certified Mail, Return
Receipt Requested, postage prepaid, or by Federal Express or any other national
overnight delivery service, and addressed as follows:

               (a)    To Landlord:

                      Tech III Partners, LLC
                      Attn: Michael J. Gausling
                      1512 Colesville Road
                      Bethlehem, Pennsylvania 18015

               (b)    To Tenant:

                      OraSure Technologies, Inc.
                      Attn: Ronald H. Spair, CFO
                      150 Webster Street
                      Bethlehem, Pennsylvania 18015

          All notices and demands shall be deemed given or served upon the
date of receipt thereof if by personal delivery, two (2) business days
following mailing if by certified mail, and one (1) business day following
sending if by any national overnight delivery. Either Landlord or Tenant may
change its address to which notices and demands shall be delivered or mailed by
giving written notice of such change to the other as herein provided.

          Section 37. BROKERAGE. Except as otherwise disclosed in writing to
Landlord, Tenant warrants to Landlord that Tenant dealt and negotiated solely
and only with Landlord for this Lease and with no other broker, firm, company
or person.

                                      30
<PAGE>

          Tenant hereby agrees to indemnify, defend and hold Landlord
harmless from and against any and all claims, suits, proceedings, damages,
obligations, liabilities, counsel fees, costs, losses, expenses, orders and
judgments imposed by or asserted against Landlord by reason of the falsity or
error of Tenant's warranty.

          Section 38. FORCE MAJEURE. Landlord and Tenant shall each be
excused for the period of any delay in the performance of any of its
obligations under this Lease, except for Tenant's obligations to pay Base Rent
and Additional Rent, when prevented from so doing by cause or causes beyond
their control, which shall include, without limitation, all labor disputes,
civil commotion, or Acts of God.

          Section 39. SUCCESSORS. The respective rights and obligations of
Landlord and Tenant under this Lease shall bind and shall inure to the benefit
of Landlord and Tenant and their legal representatives, heirs, successors and
assigns, provided, however, that no rights shall inure to the benefit of any
successor of Tenant unless Landlord's written consent to the transfer, if any,
to such successor has first been obtained in accordance with Section 11(a). The
term "Landlord" as used in this Lease means only the owner or the mortgagee in
possession of the Leased Premises for the time being. In the event of any sale
(including any sale-leaseback) of the Leased Premises, Landlord shall be and
hereby is entirely freed and relieved of all of its covenants, obligations and
liability hereunder, provided the transferee assumes all of Landlord's
obligations hereunder. This subsection shall be applicable to each owner from
time to time, and shall not be limited to the first owner of the Leased
Premises.

          Section 40. GOVERNING LAW. This Lease shall be construed, governed
and enforced in accordance with the internal laws of the Commonwealth of
Pennsylvania, without regard to conflict of law principles.

          Section 41. SEVERABILITY. If any provisions of this Lease shall be
held to be invalid, void or unenforceable, the remaining provisions of this
Lease shall in no way be affected or impaired and such remaining provisions
shall continue in full force and effect.

          Section 42. CAPTIONS. Any headings preceding the text of the
several sections of this Lease are inserted solely for convenience of reference
and shall not constitute a part of this Lease or affect its meaning,
construction or effect.

          Section 43. GENDER. As used in this Lease the word "person" shall
mean and include, where appropriate, an individual, corporation, partnership or
other entity; the plural shall be substituted for the singular, and the
singular for the plural, where appropriate; and words of any gender shall mean
to include any other gender.

          Section 44. EXHIBITS. Attached to this Lease and made part hereof
are Exhibits A through I.

          Section 45. ENTIRE AGREEMENT. This Lease, including the Exhibits
contains the agreements, conditions, understandings, representations and
warranties made between

                                      31
<PAGE>

Landlord and Tenant with respect to the subject main hereof, and may not be
modified other than by an agreement in writing signed by both Landlord and
Tenant or their respective successors in interest.

          Section 46. CORPORATE AUTHORITY. Each individual executing this
Lease on behalf of Tenant or Landlord represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of said party in
accordance with a duly adopted resolution of the Board of Directors of said
party or in accordance with the By-Laws or other similar document of said
party, and that this Lease is binding upon said party in accordance with its
terms.

          Section 47. SECURITY DEPOSIT. As additional security for the full
and prompt performance by Tenant of all of the terms and covenants of this
Lease, Tenant has deposited with Landlord the sum of Forty Thousand Dollars
($40,000) (the "Deposit") which shall not constitute rent for any month (unless
so applied by Landlord, at Landlord's discretion, on account of Tenant's
default). Tenant shall upon demand restore any portion of the Deposit which may
be applied by Landlord to the cure of any default by Tenant hereunder. To the
extent Landlord has not applied said sum on account of a default, the Deposit
shall be returned (without interest) to Tenant promptly at termination of this
Lease. Notwithstanding anything to the contrary contained herein or in any law
or statute now existing or hereafter passed: (i) Tenant shall not be entitled
to any interest on the Deposit; (ii) Landlord shall not be obligated to hold
the Deposit in trust or in a separate account, and (iii) Landlord shall have
the right to commingle the Deposit with its other funds.

          Section 48. WINDOW TREATMENTS. All window treatments, door
coverings and other exterior decorating and interior decorating visible from
the outside of the Leased Premises shall be installed as determined by Tenant
and at Tenant's sole expense, and shall be subject to Landlord's prior
approval, which approval shall not be unreasonably withheld or delayed.

          Section 49. LIABILITY OF LANDLORD. Landlord, and (in case Landlord
shall be a joint venture, limited liability company, partnership,
tenancy-in-common, association or other form of joint ownership) the members of
any joint venture, limited liability company, partnership, tenancy-in-common,
association or other form of joint ownership, shall have absolutely no personal
liability with respect to any provision of this Lease, or any obligation or
liability arising therefrom or in connection therewith. Tenant shall look
solely to the equity of the Landlord in the Leased Premises or to any insurance
which Landlord has obtained with respect to the Leased Premises or Landlord's
liability for the satisfaction of any remedies of Tenant in the event of a
breach by Landlord of any of its obligations. Such exculpation of liability
shall be absolute and without any exception whatsoever.

                                      32
<PAGE>

          IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to
be duly executed the day and year first above written.

                               LANDLORD:

WITNESS:                       TECH III PARTNERS, LLC

By: /s/ R. Sam Niedbala        By: /s/ Michael J. Gausling
   -------------------------       -----------------------------
   Name:  R. Sam Niedbala          Name:  Michael J. Gausling
   Title:                          Title: Managing Member

                               TENANT:

ATTEST:                        ORASURE TECHNOLOGIES, INC.

By: /s/ Jack E. Jerrett        By: /s/ Ronald H. Spair
    ------------------------       ------------------------------
    Name:  Jack E. Jerrett         Name:  Ronald H. Spair
    Title: Secretary               Title: Executive Vice President
                                          and Chief Financial Officer

(Corporate Seal)

                                      33
<PAGE>

                                   EXHIBIT A
                                   ---------

                      BUILDING/LEASED PREMISES FLOOR PLANS
                      -------------------------------------

                                Document Follows
<PAGE>

                                   EXHIBIT B
                                   ---------

                                 PROJECT BUDGET
                                 --------------

Boyle - Basic Construction                     $3,015,000
Land Purchase                                     436,000
Interest Payments                                  50,000
Banking --Commitment Fees                          16,000
Insurance Expense                                   8,000
Miscellaneous                                      25,000
                                               ----------
                   Subtotal                    $3,550,000
Tenant Finish Work Allowance                      450,000
                                               ----------
                                               $4,000,000

Landlord Equity Contribution                   $  800,000
Landlord Borrowing Amount                       3,200,000
                                               ----------
                   Total                       $4,000,000
<PAGE>

                                   EXHIBIT C
                                   ---------

                           PROJECT BUDGET AMENDMENT
                           ------------------------

     THIS PROJECT BUDGET AMENDMENT (this "Amendment") is made this ____ day of
______________, ______, by and between TECH III PARTNERS, LLC, a Pennsylvania
limited liability company, having an office at 1512 Colesville Road, Bethlehem,
Pennsylvania 18015 ("Landlord"), and ORASURE TECHNOLOGIES, INC., a Delaware
corporation, having its principal offices at 150 Webster Street, Bethlehem,
Pennsylvania 18015 ("Tenant"), with reference to the following background.
Capitalized terms used herein have the meanings assigned to them in the Lease
(defined below).

     WHEREAS, by Commercial Lease dated ___________________ ("Lease"), Landlord
demised and leased unto Tenant, and Tenant leased and took from Landlord, for
the term, at the rent and upon the terms and conditions therein set forth,
certain Leased Premises known as ____________, and located at __________________
___________________, Bethlehem, Pennsylvania, which Leased Premises are more
particularly described on Exhibit A annexed to the Lease; and
                          ---------

     WHEREAS, Section 1(d) of the Lease provides that when the final Project
Budget set forth in Exhibit B to the Lease has been agreed to by the parties,
Landlord and Tenant shall execute and deliver this Amendment setting forth the
Revised Exhibit B containing such final Project Budget;

     NOW THEREFORE, Landlord and Tenant, intending to be legally bound hereby,
agree as follows:

     1.   Exhibit B to the Lease is hereby amended and restated as set forth
in the Revised Exhibit B attached to this Amendment.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers or representatives as of the day and
year first above written.

WITNESS:                                 TECH III PARTNERS, LLC

By: ____________________________         By: __________________________________
    Name:                                    Name:
                                             Title: Managing Member
<PAGE>

ATTEST:                                  ORASURE TECHNOLOGIES, INC.

By: ____________________________         By: __________________________________
    Name:                                    Name:
    Title: (Assistant) Secretary             Title: Executive Vice President
                                                    and Chief Financial Officer

(Corporate Seal)
<PAGE>

                              REVISED EXHIBIT B
                              -----------------

              (As Revised Pursuant to Section 1(d) of the Lease)

                               Document Follows
<PAGE>

                                   EXHIBIT D
                                   ---------

                       LEASE COMMENCEMENT DATE AMENDMENT
                       ---------------------------------

     THIS LEASE COMMENCEMENT DATE AMENDMENT TO LEASE (this "Amendment") is made
this ___ day of ___________, _____, by and between TECH III PARTNERS, LLC, a
Pennsylvania limited liability company, having an office at 1512 Colesville
Road, Bethlehem, Pennsylvania 18015 ("Landlord"), and ORASURE TECHNOLOGIES,
INC., a Delaware corporation, having its principal offices at 150 Webster
Street, Bethlehem, Pennsylvania 18015 ("Tenant"), with reference to the
following background.  Capitalized terms used herein have the meanings assigned
to them in the Lease (defined below).

     WHEREAS, by Commercial Lease dated ________________ ("Lease"), Landlord
demised and leased unto Tenant, and Tenant leased and took from Landlord, for
the term, at the rent and upon the terms and conditions therein set forth,
certain Leased Premises known as __________, and located at ____________________
___________________, Bethlehem, Pennsylvania, which Leased Premises are more
particularly described on Exhibit A annexed to the Lease; and
                          ---------

     WHEREAS, Section 2 of the Lease provides that when such dates have been
determined, Landlord and Tenant shall execute and deliver an instrument setting
forth the Commencement Date and Expiration Date of the term if the Lease;

     NOW THEREFORE, Landlord and Tenant, intending to be legally bound hereby,
agree as follows:

     1.               The Commencement Date of the Lease is _____________,
____; the Expiration Date of the Lease will be ____________. ____, unless
extended or earlier terminated as provided in the Lease.

                      IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers or representatives
as of the day and year first above written.

WITNESS:                                 TECH III PARTNERS, LLC

By: ____________________________         By:___________________________________
    Name:                                   Name:
                                            Title:  Managing Member
<PAGE>

ATTEST:                                  ORASURE TECHNOLOGIES, INC.

By: ____________________________         By:___________________________________
    Name:                                   Name:
    Title: (Assistant) Secretary            Title: Executive Vice President
                                                   and Chief Financial Officer

(Corporate Seal)
<PAGE>

                                   EXHIBIT E
                                   ---------

                             RULES AND REGULATIONS
                             ---------------------

                                Document Follows
<PAGE>

                                   EXHIBIT E
                                   ---------

                       BETHLEHEM TECHNOLOGY CENTER III
                       -------------------------------

                             Rules and Regulations

     1.   Landlord reserves the right to control and operate the Common Area.

     2.   Tenant shall not obstruct the entrances, exits, corridors, elevators
and stairways of the Building and Tenant shall not use or permit their use for
any purpose other than ingress to or egress from the Leased Premises.  Fire
exits are for emergency use only.

     3.   Landlord may, from time to time, adopt appropriate procedures for the
security or safety of the Building and Tenant shall comply with such
procedures.  Landlord may refuse admission to the Building to any person not
properly identified, or to any person whose presence, in Landlord's judgment,
would be prejudicial to the safety, character, reputation and interests of the
Building or its tenants.  Landlord may limit or restrict access to the Building
outside Business Hours (as herein defined) and Tenant shall comply with such
off-hours procedures as Landlord may reasonably establish.  Landlord shall in
no way be liable to any Tenant for damages or loss arising from the admission,
exclusion or ejection of any person to or from the Building or the Leased
Premises.

     4.   Tenant shall not install awnings, shades or other coverings on or in
any window of the Building or on any terrace.  Tenant shall use only such
window blinds as Landlord has approved and Tenant shall not remove them.
Tenant shall keep window sills in the Leased Premises in a neat and orderly
appearance and shall not hang items from the ceilings so as to be visible from
the exterior of the Building.

     5.   Tenant shall not use or permit the use of hand trucks in the Common
Area unless they are equipped with rubber tires and side guards.

     6.   The entrance doors to the Leased Premises shall not be left open at
any time and shall be locked when Tenant is not in the Leased Premises.

     7.   Tenant shall not make or permit to be made any noise, including the
playing of musical instruments, radio or television, which in the Landlord's
judgment may disturb other tenants.  Tenant shall not bring into or keep in the
Leased Premises anything which may impair or interfere with any of the Building
services, heating or cleaning of the Building, including, without limitation,
ventilating, air conditioning, electrical or other equipment.  Tenant shall not
bring any dangerous, inflammable,
<PAGE>

combustible or explosive objects or materials into the Building or any Common
Area except as approved by the Landlord.

     8.   Except with the Landlord's prior written approval, Tenant shall not
discharge or permit any acids, vapors or other materials to be discharged into
the waste lines, vents or flues of the Building.  Tenant shall not use the
water, wash closets and other plumbing fixtures in or servicing the Leased
Premises for any purpose other than for which they were designed and
constructed nor shall Tenant deposit any sweepings, rubbish, rags, acids or
other foreign substances therein.  Tenant shall be liable for any damage
resulting from negligence or misuse by Tenant, its agents, employees, servants,
permitted subtenants and assignees, contractors or subcontractors, visitors or
licensees.

     9.   Tenant may not install or maintain any sign, advertisement or notice
in or at the Land or visible from the outside of the Land without the prior
written consent of the Landlord. If Tenant installs such sign, advertisement or
notice, Landlord may remove same at Tenant's expense. Tenant may identify its
business name by lettering on the entrance door to the Leased Premises pursuant
to the terms of the Lease. Tenant may display its name, location and such
reasonable number of the principal officers and employees of Tenant as Landlord
in its sole discretion may approve in the Building directory provided by
Landlord in the first-floor Lobby of the Building.

     10.  Neither the Leased Premises nor the Common Area shall be used by
Tenant, any affiliates thereof or any of their respective employees,
representatives, agents or servants, at any time, in any manner prohibited by
the applicable zoning laws.

     11.  Tenant shall be responsible for providing electricity and other
utility services (excluding HVAC) for Landlord's agents, employees,
representatives, servants or contractors who are performing janitorial and
cleaning services or repairs or alterations to the Leased Premises.

     12.  Tenant shall not in any way deface any part of the Building or the
Leased Premises.  Tenant shall not install linoleum or other similar floor
covering without affixing an interlining of builder's deadening felt to the
floor by paste or other water soluble material; the use of cement or similar
adhesive is expressly prohibited.  Tenant shall not place equipment, desks,
files or other heavy objects on any trench header in the floor in the Leased
Premises.

     13.  Tenant shall not place any additional locks or bolts on the doors of
the Leased Premises nor shall Tenant change or replace any existing locks.
Upon Tenant's request, new locks will be installed or changed by Landlord at
Tenant's expense; any new locks will remain operable by Landlord's Master Key.
Upon termination of the tenancy, Tenant shall deliver to Landlord all keys to
the Leased Premises and Building which Landlord has furnished to Tenant.  In
the event of loss, Tenant shall pay to Landlord the cost of replacing the keys.

     14.  Canvassing, peddling, soliciting and distributing handbills or other
written materials are prohibited in the Building.
<PAGE>

     15.  Landlord may designate certain places in the Parking Area for
visitor, reserved, handicapped or emergency parking.

     16.  Tenant, its employees, agents or servants, shall not conduct itself
in any manner inconsistent with the character of the Building or which will
impair the comfort and convenience of other tenants in the Building.
<PAGE>

                                   EXHIBIT F
                                   ---------

                             RESTRICTIVE COVENANTS
                             ---------------------

                                Document Follows
<PAGE>

                                   EXHIBIT F
                                   ---------

                             RESTRICTIVE COVENANTS
                             ---------------------

     The Lease is subject to those restrictive covenants as set forth in that
Deed from Bethlehem Steel Corporation and Bethlehem Development Corporation
(hereinafter referred to collectively as the "Grantors") to Landlord (for the
purposes of this Exhibit F, Landlord shall be referred to as the "Grantee")
dated October 10, 2001 and recorded in the office of the Recorder of Deeds in
and for Northampton County on October 12, 2001 in Deed Book Volume 2002-1, page
212661 et seq. (hereinafter referred to as the "Deed"). All capitalized terms
used in this Exhibit F, if not otherwise defined herein, shall have the
meanings as set forth in the Deed.

     A.   1.   Subject to the provisions of Paragraph 5 below, the Premises
shall be used for a facility for technology-related purposes; except, that in
                                                              ------
the event such facility cannot be used for technology-related purposes, such
facility may also be used- for commercial office purposes. Such facility, as to
be used for the foregoing purposes, is hereby defined as the "Project".

          2.   Prior to the commencement of any construction on the Premises,
the final architectural plans and specifications for the Project shall be
submitted, in duplicate, to the Grantors for approval. Said architectural plans
and specifications shall be consistent with the Architectural Design Guidelines
and Criteria of the unrecorded document entitled "Bethlehem Works Declaration
of Covenants, Conditions, Easements and Restrictions". The Grantors shall,
within fifteen (15) days from the date said plans and specifications are
received, either approve them, which approval shall not be unreasonably
withheld, conditioned or delayed, or specify in writing its objections to them,
failing which the Grantors shall be deemed to have approved them. If the
Grantors shall raise objections to such plans or such specifications, the
Grantee shall revise them accordingly and resubmit them, in duplicate, to the
Grantors, in which event the Grantors shall have the same right to approve or
to specify objections as on first submission. The Project shall be constructed
in accordance with the approved plans and specifications. After the Grantors
shall have given the abovementioned approval, the plans and specifications
shall not be substantially amended.

          3.   If the Premises are sold prior to the commencement of
construction of the Project, other than a sale in the context of a financing,
all proceeds from such sale in excess of the purchase price stated herein shall
be paid to the Grantors.

          4.   For a period of seven (7) years after commencement of normal
business operations, the Premises may be used only for the above-mentioned
purposes to the extent such uses are allowed by the provisions of applicable
federal, state, and local laws, ordinances, rules and regulations. For purposes
of this Paragraph 4, the term "normal business operations" shall mean the
opening of the Project. After such seven (7) year period, the Premises may be
used for any other purpose as may then be permitted under the above-mentioned
unrecorded Declaration.
<PAGE>

          5.   In no event shall the Premises or any part thereof be used for
the following purposes:

               (i)    single family or multi-family dwellings or otherwise as a
residence or dwelling quarters for any person or persons;

               (ii)   unpaved parks or unpaved playgrounds having playground
equipment, including without limitation, swing sets and sandboxes, erected or
installed on such parks or playgrounds;

               (iii)  campgrounds;

               (iv)   day care centers, nurseries, kindergartens, elementary
and secondary schools or similar facilities;

               (v)    hospitals, nursing homes, shelters or similar facilities;

               (vi)   cemeteries; and

               (vii)  the planting and raising of plants and crops for human
consumption.

          6.   Groundwater from beneath the surface of the Premises or any part
thereof shall not be used for any purpose and no wells for the extraction
thereof shall be installed, permitted or utilized on the Premises or any part
thereof.

          7.   Any digging, excavating, grading, piledriving or other
earthmoving activities on the Premises or any part thereof including, without
limitation, the excavation or removal of asphalt, concrete, soil, or other
ground cover and foundations and the digging of foundations for buildings and
trenches for utility facilities, shall be conducted in compliance with all
applicable federal, state and local laws, regulations and ordinances including,
without limitation, those pertaining to the environment and those pertaining to
human health and occupational safety. For purposes of the restrictions
contained herein, laws, regulations and ordinances pertaining to the
environment, human health and occupational safety shall be deemed to include,
without limitation, all applicable laws, regulations and ordinances relating to
worker health and occupational safety plans.

          8.   Without limiting the generality of Paragraph 7 above, if any
asphalt, concrete, soil or other ground cover is excavated or removed from any
part of the Premises, such asphalt, concrete, soil and other ground cover shall
be stored, managed, transported and disposed of in compliance with all
applicable federal, state and local laws, regulations and ordinances including,
<PAGE>

without limitation, those pertaining to the environment and those pertaining to
human health and occupational, safety.

          9.   If any asphalt, concrete, soil or other ground cover is
excavated or removed from any part of the Premises, remaining soils or other
materials in the area where such excavation or removal occurred shall either
(a) be demonstrated to meet, by the sampling and analysis thereof or such other
means as may then be generally accepted, all applicable federal, state and
local laws, regulations and ordinances pertaining to the environment, human
health and occupational safety, or (b) be covered with material that provides
protection to the extent necessary to eliminate pathways of exposure to the
underlying soil, which cover material shall consist of (1) new asphalt, (2) new
concrete, (3) not less than twelve (12) inches of (A) clean soil, (B) clean
fill (as defined by applicable laws and regulations) or (C) materials approved
by the Commonwealth of Pennsylvania, Department of Environmental Protection or
any successor agency thereto or (4) such other material that provides such
protection to the extent necessary to eliminate pathways of exposure to and
from the underlying soil (the materials referred to in subparagraphs (3) and
(4) being herein defined as "Alternate Cover"). Such new asphalt, new concrete
or Alternate Cover shall be placed on the Premises in the area where the
excavation or removal occurred within such period of time as shall be
prescribed by the worker health and occupational safety plan developed with
respect to such excavation or removal, if such plan was required by applicable
laws, regulations and ordinances, or as shall otherwise be protective of
workers' health. All asphalt, concrete, soil or other ground cover, including
Alternate Covers, located on the Premises on or 'after the date hereof shall be
maintained by Grantee, its successors and assigns, in good and proper repair.

     B.   1.   The Grantors shall have the power to dedicate to the public (for
public utilities) or to the City of Bethlehem that portion of the Premises
shown as a sixty- (60-) foot wide public utility easement on said subdivision
plan. In making such dedication, the Grantors may act in their own names or, at
their option, may secure the joinder of the Grantee or the joinder of the
successors in interest to the Grantee.

          2.   Upon such dedication, any private rights to use the property so
dedicated in a manner inconsistent with the use of said property for public
utilities or with the use of said property by the City of Bethlehem will
terminate pro tanto, whether such rights arise from the existence or filing of
a subdivision plan or by the grant contained in this Deed or otherwise, and the
Grantee and its successors in interest shall thereafter use the property so
dedicated only in a manner that is not inconsistent with the use of such
property for public utilities or with the use of said property by the City of
Bethlehem.

          3.   Any powers conferred upon the Grantors are intended to vest in
the Grantors as the owners of adjacent and nearby lands, and they shall not
pass by implication to the purchasers of the property from the Grantors.
Nevertheless, the Grantors may by express assignment assign such powers.
<PAGE>

                                   EXHIBIT G
                                   ---------

                               DEED RESTRICTIONS
                               -----------------

                                Document Follows
<PAGE>

                                   EXHIBIT G
                                   ---------

                               DEED RESTRICTIONS
                               -----------------

     The Lease is subject to those deed restrictions as set forth in that Deed
from Bethlehem Steel Corporation and Bethlehem Development Corporation to
Landlord dated October 10, 2001 and recorded in the office of the Recorder of
Deeds in and for Northampton County on October 12, 2001 in Deed Book Volume
2002-1, page 212661 et seq. All capitalized terms used in this Exhibit G, if
not otherwise defined herein, shall have the meanings as set forth in the Deed.
The restrictions in the deed are as follows:

          (1) unrecorded Articles of Agreement between Bethlehem Steel Company
and the Borough of South Bethlehem dated May 5, 1913 relating to the
construction of a storm sewer and other improvements;

          (2) unrecorded Agreement between Bethlehem Steel Company and the
City of Bethlehem dated December 8, 194 1, relating to the maintenance and
repair of storm water sewers and sanitary sewers, as amended by the unrecorded
Agreement between the same parties dated July 11, 1945;

          (3) Indenture between Bethlehem Steel Company and Philadelphia and
New England Railroad Company and Bethlehem Authority dated August 30, 1950, and
recorded in said Office in Miscellaneous Book Vol. 110 page 366, as amended by
Partial Release between Bethlehem Steel Corporation and Bethlehem Authority
dated February 3, 1987, and recorded in said Office in Miscellaneous Book Vol.
321, at page 1089, relating to an easement for a sanitary sewer pipeline;

          (4) rights-of-way for existing storm sewer facilities contained in
the Deed between Bethlehem Steel Corporation and Ralph A. Puerta and Robert J.
Peartree dated July 24, 1986, and recorded in said Office in Deed Book Vol.
705, page 727;

          (5) conditions, easements and restrictions that appear on the
drawing entitled "Columbia Street Subdivision" dated November 6, 1986, last
revised November 19, 1986, and recorded in said Office in said Office in Map
Book 87, at page 33;

          (6) rights to discharge water as contained in the Deed between
Bethlehem Steel Corporation and Ralph A. Puerta and Robert J. Peartree dated
February 24, 1987, and recorded in said Office in Deed Book Vol. 722, at page
280;

          (7) unrecorded Infrastructure Improvements Agreement made February
24, 2000 among Bethlehem Steel Corporation, Bethlehem Development Corporation
and the City of Bethlehem;
<PAGE>

          (8) unrecorded Development Agreement made February 24, 2000 among
Bethlehem Steel Corporation, Bethlehem Development Corporation and the City of
Bethlehem;

          (9) unrecorded Programmatic Agreement having an effective date of
August 25, 2000 among the City of Bethlehem, the Federal Highway Administration
and the Advisory Council on Historic Preservation and having as concurring
parties the Pennsylvania Department of Transportation, Bethlehem Steel
Corporation, Bethlehem Development Corporation, the United States Department of
Housing and Urban Development and the United States Economic Development
Commission;

          (10) Right of Entry between Bethlehem Steel Corporation and the
Commonwealth of Pennsylvania, Department of Environmental Protection dated
October 19, 2000, and recorded in said Office in Vol. 2000-1, page 139856;

          (11) unrecorded Tax Incremental Financing Cooperation Agreement
Regarding Bethlehem Works District and Bethlehem Works Tax Increment Financing
Plan made and entered into as of November 16, 2000 among the City of Bethlehem,
the County of Northampton, the Bethlehem Area School District, the
Redevelopment Authority of the City of Bethlehem and Bethlehem Steel
Corporation;

          (12) Right-of-Way Agreement between Bethlehem Steel Corporation and
PPL Electric Utilities Corporation dated April 12, 2001, and recorded in said
Office in Misc. Book Vol. 2001-1, at page 078339, relating to an easement for
electric transmission lines;

          (13) Right-of-Way Agreement between Bethlehem Development
Corporation and PPL Electric Utilities Corporation dated April 12, 2001, and
recorded in said Office in Misc. Book Vol. 2001-1, at page 078321, relating to
an easement for electric transmission lines;

          (14) Agreement between Bethlehem Steel Corporation and Verizon
Pennsylvania, Inc. dated April 25, 2001, and recorded in said Office in Misc.
Vol. 2001-1, at page 094003, relating to underground conduits and telephone
lines;

          (15) Right-of-Way Agreement between Bethlehem Steel Corporation and
Service Electric Cable TV, Inc., dated May 2, 200 1, and intended to be
recorded, relating to an easement for conduits and communication lines;

          (16) Right-of-Way Agreement between Bethlehem Steel Corporation and
RCN, Telecon Services, Inc., dated August 24, 2001, and intended to be
recorded, relating to an easement for conduits and communication lines;

          (17) the rights of the public in and to those portions of the
Premises, if any, that lie within the right of way of East First Street and
Webster Street; and
<PAGE>

          (18) all other matters of record or shown on the subdivision plan
relative to the Premises.
<PAGE>

                                   EXHIBIT H
                                   ---------

                               RENEWAL TERM RENT
                               -----------------

LEASE        RENTABLE        ANNUALIZED         MONTHLY         BASE RENT
MONTH        SQ. FEET        BASE RENT         BASE RENT         RATE/SF

121-180      48,000          $600,000          $50,000          $12.50
<PAGE>

                                   EXHIBIT I

                      MEMORANDUM OF LEASE, PURCHASE OPTION
                           AND RIGHT OF FIRST REFUSAL

     1.   Name and Address of Landlord: TECH III PARTNERS, LLC, a Pennsylvania
          ----------------------------
limited liability company, with a mailing address 1512 Colesville Road,
Bethlehem, Pennsylvania 18015 (hereinafter called "Landlord").

     2.   Name and Address of Tenant: ORASURE TECHNOLOGIES, INC., a Delaware
          --------------------------
corporation, with a mailing address of 150 Webster Street, Bethlehem,
Pennsylvania 18015 (hereinafter called "Tenant").

     3.   Date of Lease:______________________,200_.
          -------------

     4.   Premises: A building with an aggregate square footage of
          --------
approximately 48,000 square feet which includes certain Common Areas (as
defined in the Lease) in such building ("Building"), which Building is located
at ___________________________Bethlehem, Northampton County, Pennsylvania
("Land"), together with the right to use the Common Areas (defined in the
Lease) (the Building, Land and Common Areas are referred to, collectively, as
the "Leased Premises"), which Leased Premises are more particularly described
on Exhibit A annexed hereto.

     5.   Term; Renewal Option, Right of First Refusal: The term of this Lease
          --------------------------------------------
shall begin on the Commencement Date , and shall terminate on the last day of
the tenth (10th) Lease Year of the term hereof. Tenant shall have the right, at
its election, to extend the original term of this Lease for one (1) additional
period of five (5) years. The Commencement Date of the Lease is _______________
_______,200_. In the event that the Term is renewed, tenant shall have a right
of first refusal during the renewal term in the event that the Landlord offers
the Leased Premises for sale or receives a bona fide offer from a third party
purchaser.

     6.   Purchase Option: Tenant: At any time on or prior to the end of the
tenth (10(th)) Lease Year, Tenant shall have the right, privilege and option,
upon the terms, conditions and provisions set forth in the Lease, to purchase
the Lease Premises.

     This Memorandum of Lease, Purchase Option and Right of First Refusal is
for information purposes only, and shall not be deemed to modify, alter or
change in any way the respective rights and obligations of, or restrictions
on, the Tenant and Landlord.

                          [text continued on next page]
<PAGE>

     IN WITNESS WHEREOF, the parties hereto have respectively executed this
Memorandum of Lease this _________day of__________,200_.

WITNESS:                                TECH III PARTNERS, LLC

By: _______________________________     By:_________________________________
    Name: R. Sam Niedbala                  Name: Michael J. Gausling
                                           Title:  Managing Member

ATTEST:                                 ORASURE TECHNOLOGIES, INC.

By: _______________________________     By: ________________________________
    Name: Jack E. Jerrett                   Name: Ronald H. Spair
    Title:  Secretary                       Title:  Executive Vice President
                                                    and Chief Financial Officer

(Corporate Seal)
<PAGE>

COMMONWEALTH OF PENNSYLVANIA  :
                              : ss. :
COUNTY OF                     :

     On this, the          day of              200_, before me a notary public
the undersigned officer, personally appeared                        , Managing
Member of TECH III PARTNERS, LLC, known to be (or satisfactorily proven) the
person whose name subscribed to the within instrument, and acknowledged that he
executed the same for the purpose therein contained.

     IN WITNESS WHEREOF, I have hereunto set my hand and notarial seal.

                                             ___________________________________
                                             Notary Public

MY COMMISSION EXPIRES:

COMMONWEALTH OF PENNSYLVANIA     :
                                 : ss.
COUNTY OF                :

     On this, the          day of              , 200   , before me, a Notary
Public in and for the Commonwealth of Pennsylvania, personally appeared    , who
acknowledged         self to be the             of ORASURE TECHNOLOGIES, INC., a
Delaware corporation, and that he as such officer being authorized to do so,
executed the same for the purpose therein contained by signing the name of the
corporation by       self as                     .

     IN WITNESS WHEREOF, I have hereunto set my hand and official seal.

                                             __________________________________
                                             Notary Public

My Commission Expires:

</TEXT>
</DOCUMENT>
