Exhibit 10.6

CONTRACT OF SALE

CONTRACT OF SALE made as of May 19, 1999, between

AVOBA, INC., a domestic corporation
Address: Smith Road, Kinderhook, New York, 12106 Federal I.D. No:

hereinafter called "Seller", and

AMERICAN BIO MEDICA CORPORATION, a New York Corporation Address: 300 Fairview Avenue, Hudson, New York 12534 Federal I.D. No:

hereinafter called "Purchaser".

THE PARTIES HEREBY AGREE AS FOLLOWS:

1. PREMISES. Seller shall sell and convey and Purchaser shall purchase the property, together with all buildings and improvements thereon (collectively the "Premises"), more fully described on a separate map marked "Schedule A", annexed hereto and made a part hereof.

Together with Seller's ownership and rights, if any, to land lying in the bed of any street or highway, opened or proposed, adjoining the Premises to the center line thereof.

The deed of conveyance shall be drawn as per the survey description on said map.

2. PERSONAL PROPERTY. This sale also includes all fixtures, equipment and articles of personal property now attached or appurtenant to the Premises. This sale, for the same consideration, shall include all furnishings and furniture currently located in the premises all as set forth and generally identified on Schedule "B" annexed hereto and made a part hereof. The sum of Twenty Thousand ($20,000) shall be allocated to the purchase of the said items of personal property.

3. PURCHASE PRICE. The purchase price is One Million Three Hundred Thousand Dollars ($1,300,000) payable as follows:

(a) Twenty Thousand Dollars ($20,000) on the signing of this contract, by Purchaser's check payable to the Escrowee (as hereinafter defined), subject to collection, the receipt of which is hereby acknowledged, to be held in escrow pursuant to paragraph "4" of this contract (the "Downpayment");
(b) One Million Two Hundred Eighty Thousand Dollars ($1,280,000); balance at Closing in accordance with paragraph "5".

4. DOWNPAYMENT IN ESCROW. (a) Seller's attorney ("Escrowee") shall hold the Downpayment for Seller's account in escrow in a segregated bank account at until Closing or sooner termination of this contract and shall pay over and apply the Downpayment in accordance with the terms of this paragraph. Escrowee shall hold the Downpayment in an interest-bearing account for the benefit of the parties. Interest shall be paid to the party entitled to the Downpayment and the party receiving the interest shall pay any income taxes thereof. The Federal Identification numbers of the parties shall be furnished to Escrowee upon request. At Closing, the Downpayment shall be paid by Escrowee to Seller. If for any reason Closing does not occur and either party gives Notice (as defined in paragraph "21") to Escrowee demanding payment of the Downpayment, Escrowee shall give prompt Notice to the other party of such demand. If Escrowee does not receive Notice of objection from such other party to the proposed payment within ten (10) business days after the giving of such Notice, Escrowee is hereby authorized and directed to make such payment. If Escrowee does receive such Notice of objection within such ten (10) day period or if for any other reason Escrowee in good faith shall elect not to make such payment, Escrowee shall continue to hold such amount until otherwise directed by Notice from the parties to this contract or a final, nonappealable judgement, order or decree of a court. However, Escrowee shall have the right at any time to deposit the Downpayment and the interest thereon with the clerk of a court in the county in which the Premises are located and shall give Notice of such deposit to Seller and Purchaser. Upon such deposit or other disbursement in accordance with the terms of this paragraph, Escrowee shall be relieved and discharge of all further obligations and responsibilities hereunder.

5. ACCEPTABLE FUNDS. All money payable under this contract, unless otherwise specified, shall be paid by:
(a) Cash, but not over $1,000.;
(b) Good certified check of Purchaser drawn on or official check issued by any bank, savings bank, trust company or savings and loan association having a banking office in the State of New York, unendorsed and payable to the order of Seller, or as a Seller may otherwise direct upon not less than three (3) business days notice (by telephone or otherwise) to Purchaser;
(c) As to money other than the purchase price payable to Seller at Closing, uncertified check of Purchaser up to the amount of $5,000.; and

(d) As otherwise agreed to in writing by Seller or Seller's attorney.

6. MORTGAGE CONTINGENCY. This contract is contingent upon the purchaser, at its own cost and expense, obtaining Industrial Development Revenue Bond financing from the Columbia County Industrial Development Agency or some other appropriate agency or other lending institution at the purchaser's option. Such financing may include renovation and revisions to the building and the purchase of manufacturing equipment.

The contingency for said financing shall expire ninety (90) days following the amendment of the Zoning Ordinance of the Town of Stuyvesant as set for hereinafter in paragraph "19(b)". If said financing is not obtained, either party upon ten (10) days written notice to the other may rescind this agreement and upon the return of the deposit by the seller to the purchaser, all rights of the parties hereunder shall terminate.

7. PERMITTED EXCEPTIONS. The Premises are sold and shall be conveyed subject to:
(a) Subdivision laws and regulations, and landmark, historic or wetlands designation, provided that they are not violated by the existing buildings and improvements erected on the property or their use;
(b) Real estate taxes that are a lien, but are not yet due and payable; and
(c) The other matters, if any, including a survey exception, as set forth on Schedule "B" of the Certificate and Report of Title, Title No. P-14865, Items 5(a), (b), (c), (d) and (e) and Item 8; a copy of which is annexed hereto and made a part of this agreement, Exhibit "C".

8. GOVERNMENTAL VIOLATIONS AND ORDERS. (a) Seller shall comply with all notes or notices of violations of law or municipal ordinances, orders or requirements noted or issued as of the date hereof by any governmental department having authority as to lands, housing, buildings, fire, health, environmental and labor conditions affecting the Premises. The Premises shall be conveyed free of them at Closing. Seller shall furnish Purchaser with any authorizations necessary to make the searches that could disclose these matters.

9. SELLER'S REPRESENTATIONS. (a) Seller represents and warrants to Purchaser that:
(i) The Premises abut or have a right of access to a public road;
(ii) Seller is the sole owner of the Premises and has the full right, power and authority to sell, convey and transfer the same in accordance with the terms of this contract;
(iii) Seller is not a "foreign person", as that term is defined for purposes of the Foreign Investment in Real Property Tax Act, Internal Revenue Code ("IRC") Section 1445, as amended, and the regulations promulgated thereunder (collectively "FIRPTA");
(iv) The Premises are not affected by any exemptions or abatements of taxes; and
(b) Seller covenants and warrants that all of the representations and warranties set forth in this contract shall be true and correct at Closing.

(c) Except as otherwise expressly set forth in this contract, none of Seller's covenants, representations, warranties or other obligations contained in this contract shall survive Closing.

10. CONDITION OF PROPERTY.

(a) This sale is conditioned upon the results of a Phase I (and Phase II, if necessary) Environmental Site Assessment showing no evidence of adverse environmental impact due to past and present use of the premises or release of hazardous materials on the premises. The Environmental Site Assessment shall be performed at the sole cost and expense of the purchaser and completed no later than (10) days prior to the closing as identified in Paragraph 13. The seller consents to the taking of any samples deemed necessary or appropriate by the testing firm.

If the report shows evidence of adverse environmental impact, the purchaser may, cancel this agreement and upon the refund of the deposit, this agreement shall be of no further force or effect.

(b) Purchaser shall have until ten (10) days prior to the closing, as identified in Paragraph 13, to conduct an inspection of the improvements on the premises by a licensed architect or engineer for the purpose of determining that the premises are free from major structural defects. In the event that the inspection reveals a material defect in the structural condition of the premises, Purchaser may give notice to Seller of Purchaser's election to rescind this contract, whereupon the Seller shall return to the Purchaser the down payment made hereunder and on such payment this contract shall thereupon become null and void.

11. INSURABLE TITLE. Seller shall give and Purchaser shall accept such title as recognized New York State Title Insurance Company shall be willing to approve and insure in accordance with its standard form of title policy approved by the New York State Insurance Department, subject only to the matters provided for in this contract.

12. CLOSING, DEED, TITLE AND BILL OF SALE. (a) "Closing" means the settlement of the obligations of Seller and Purchaser to each other under this contract, including the payment of the purchase price to Seller, and the delivery to Purchaser of a Bargain and Sale with covenant against grantor's acts deed in proper statutory short form for record, duly executed and acknowledged, so as to convey to Purchaser fee simple title to the Premises, free of all encumbrances, except as otherwise herein stated. The deed shall contain a covenant by Seller as required by subd. 5 of Section 13 of the Lien Law.

(b) The Seller shall also deliver possession of all items of personal property as set forth on Schedule B, as well as a Bill of Sale conveying good title to the same, free of all liens and encumbrances.

13. CLOSING DATE AND PLACE. The Purchaser shall be obligated to proceed to closing at the Ganje Law Office, Two Tower Place, Albany, New York, or at a lending institution, within ninety (90) days after the time has expired to commence an Article 78 Proceeding against the Town of Stuyvesant modified Zoning Ordinance which would permit the industrial use of the subject premises as further defined in Paragraph "19(c)", provided, however, that no such proceedings have been commenced and are unresolved.

14. CONDITIONS OF CLOSING. This contract and Purchaser's obligation to purchase the Premises are also subject to and conditioned upon the fulfillment of the following conditions precedent:
(a) The accuracy, as of the date of Closing, of the representations and warranties of Seller made in this contract.
(b) The delivery by Seller to Purchaser of a duly executed Combined Real Estate Transfer Tax Return and Credit Line Mortgage Certificate (in form prescribed by law).
(c) The delivery by Seller to Purchaser of a certification stating that Seller is not a foreign person, which certification shall be in the form then required by FIRPTA.
(d) The delivery of the Premises and all building(s) and improvements comprising a part thereof, vacant and free of leases or tenancies.
(e) All plumbing (including water supply and septic systems), heating and air conditioning, electrical and mechanical systems, equipment and machinery in the building(s) located on the property and all appliances which are included in this sale being in working order as of the date of Closing. The Seller shall insure that the water supply system shall have easements to insure access to the water source located off premises.
(f) The delivery by the parties of any other affidavits required as a condition of recording the deed.

15. DEED TRANSFER AND RECORDING TAXES. At Closing, certified or official bank checks payable to the order of the appropriate State, City or County officer in the amount of any applicable transfer and/or recording tax payable by reason of the delivery or recording of the deed or mortgage, if any, shall be delivered by the party required by law or by this contract to pay such transfer and/or recording tax, together with any required tax returns duly executed and sworn to, and such party shall cause any such checks and returns to be delivered to the appropriate officer promptly after Closing. The obligation to pay any additional tax or deficiency and any interest or penalties thereon shall survive Closing.

16. APPORTIONMENTS AND OTHER ADJUSTMENTS. (a) To the extent applicable, the following shall be apportioned as of midnight of the day before the day of Closing:
(i) Taxes on the basis of the fiscal period for which assessed.
(b) If Closing shall occur before a new tax rate is fixed, the apportionment of taxes shall be upon the basis of the tax rate for the immediately preceding fiscal period applied to the latest assessed valuation.
(c) Any errors or omissions in computing apportionments or other adjustments at Closing shall be corrected within a reasonable time following Closing. This subparagraph shall survive Closing.

17. ALLOWANCE FOR UNPAID TAXES, ETC. Seller has the option to credit Purchaser as an adjustment to the purchase price with the amount of any unpaid taxes, assessments, water charges and sewer rents, together with any interest and penalties thereon to a date not less than five (5) business days after Closing, provided that official bills therefor computed to said date are produced at Closing.

18. AFFIDAVIT AS TO JUDGMENTS, BANKRUPTCIES, ETC. If a title examination discloses judgments, bankruptcies or other returns against persons having names the same as or similar to that of Seller, Seller shall deliver an affidavit at Closing showing that they are not against Seller.

19. ZONING.
(a) Seller represents to the Purchaser that the premises to be conveyed are located within a RR (Rural Recreational) Zoning District in the Town of Stuyvesant, Columbia County, New York. The Town of Stuyvesant Zoning Board of Appeals granted a Special Permit for the construction and use of the premises which are the subject of this agreement, dated August 27, 1987. The Special Permit was issued pursuant to Article 411 of the Zoning Ordinance. The Special Permit allowed for the construction and use of an industrial facility not to exceed 50,000 square feet for BioForce of America, Inc. to grow, process, store and ship herbs grown on the 175 acres of land which are the subject of this

agreement. The Seller acknowledges that the industrial facility was constructed and used to store, process and ship herbs and other agricultural products.

(b)Purchaser's obligation to purchase the premises are conditioned upon the Town Board of the Town of Stuyvesant amending the Zoning Ordinance of the Town of Stuyvesant to permit the use of the facility and at least fifteen
(15) acres adjacent lands which are the subject of this agreement for "industrial purposes" as a permitted use under the ordinance without restrictions other than the issuance of site plan approval. Upon closing, the Lease Agreement between the Seller and the Purchaser of even date herewith, shall terminate and all obligations thereunder cease with prorata adjustments of rent to the day of closing.

20. DEFAULTS AND REMEDIES.
(a)If Purchaser defaults hereunder, Seller's sole remedy shall be to receive and retain the Downpayment as liquidated damages, it being agreed that Seller's damages in case of Purchaser's default might be impossible to ascertain and that the Downpayment constitutes a fair and reasonable amount of damages under the circumstances and is not a penalty.
(b) If Seller defaults hereunder, Purchaser shall have such remedies as Purchaser shall be entitled to at law or in equity, including, but not limited to, specific performance.

21. NOTICES. Any notice or other communication ("Notice") shall be in writing and either (a) sent by either of the parties hereto or by their respective attorneys who are hereby authorized to do so on their behalf or by the Escrowee, by registered or certified mail, postage prepaid, or by facsimile to either parties counsel.

22. BROKER. Seller and Purchaser each represents and warrants to the other that it has not dealt with any broker in connection with this sale.

23. POSSESSION. Possession of the premises herein shall be delivered to Purchaser on the closing date.

24. AUTHORIZATION OF SALE. The Seller will provide a resolution of its board of directors authorizing the sale and delivery of the deed, and a certificate of the secretary or assistant secretary of the corporation certifying such resolution and setting forth facts showing that the transfer is in conformity with the requirements of Section 909 of the Business Corporation Law. The deed in such case shall contain a recital sufficient to establish compliance with that section.

25. MISCELLANEOUS. (a) All prior understandings, agreements, representations and warranties, oral or written, between Seller and Purchaser are merged in this contract; it completely expresses their full agreement and has been entered into after full investigation,

neither party relying upon any statement made by anyone else that is not set forth in this contract.
(b) Neither this contract nor any provision thereof may be waived, changed or cancelled except in writing. This contract shall also apply to and bind the heirs, distributees, legal representatives, successors and permitted assigns of the respective parties. The parties hereby authorize their respective attorneys to agree in writing to any changes in dates and time periods provided for in this contract.
(c) Any singular word or term herein shall also be read as in the plural and the neuter shall include the masculine and feminine gender, whenever the sense of this contract may require it.
(d) The captions in this contract are for convenience of reference only and in no way define, limit or describe the scope of this contract and shall not be considered in the interpretation of this contract or any provision hereof.
(e) This contract shall not be binding or effective until duly executed and delivered by Seller and Purchaser.
(f) Seller and Purchaser shall comply with IRC reporting requirements, if applicable. This subparagraph shall survive Closing.
(g) Each party shall, at any time and from time to time, execute, acknowledge where appropriate and deliver such further instruments and documents and take such other action as may be reasonably requested by the other in order to carry out the intent and purpose of this contract. This subparagraph shall survive Closing.
(h) This contract is intended for the exclusive benefit of the parties hereto and, except as otherwise expressly provided herein, shall not be for the benefit of, and shall not create any rights in, or be enforceable by, any other person or entity.

IN WITNESS WHEREOF, this contract has been duly executed by the parties hereto.

AVOBA, INC.

     /s/ David Ganje
---------------------------
David Ganje, Esq.   5/20/99             By:   /s/ A. Ruf       /s/ R. Baldinger
Escrowee                                   ----------------  -------------------
                                             A. Ruf            R. Baldinger
                                                               Seller

                                        Date:  May 18th, 1999

AMERICAN BIO MEDICA CORPORATION

By:   /s/
   -------------------------------------
                               Purchaser

OFFICIAL LEGALIZATION Back side

EXHIBIT 10.7

AGREEMENT OF LEASE

Agreement of Lease, made as of the 13th day of May 1999, between AVOBA, INC., a New York corporation maintaining its principal place of business at c/o Ganje Law Office, Two Tower Place, Albany, NY 12203 (hereinafter called "Landlord") and American BioMedica Corporation, a New York corporation maintaining its principal place of business at 300 Fairview Avenue, Hudson, New York 12534, (hereinafter called "Tenant").

WITNESSETH:

1. DEMISED PREMISES.

1.01 Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, a building of approximately 26,000 square feet the premises (hereinafter referred to as the "Demised Premises") owned by Landlord at Smith Road, Kinderhook, New York as approximately outlined in red on the Drawing annexed hereto as Exhibit "A", with fixtures and improvements thereon, plus the grassed areas identified on Exhibit "A". This Lease includes the Tenant's right to use, the parking facilities in the areas outlined in blue on Exhibit "A". Tenant may have the use and possession of the adjoining fields and grasslands. Tenant shall maintain and mow the fields and grasslands.

2. TERM.

2.01 The term of this Lease shall be commence on the 1st of August, 1999 and end on December 31, 2000 unless sooner terminated as herein provided or by virtue of the purchase of the property.

3. RENT.

3.01 The minimum annual rental for the Demised Premises is $60,000.00, payable by Tenant monthly in advance in equal installments of $5,000.00 each on the first day of every month during this Lease term.

4. USE OF PREMISES.

4.01 Tenant may use and occupy the Demised Premises for all lawful purposes permitted by the use permit granted by the Stuyvesant Board of Appeals and may use and occupy the grassed areas of the Demised Premises for the purpose of agricultural and horticultural purposes and shall maintain same as provided in paragraph 1.01 herein.

4.02 Tenant will not, nor will it permit any other persons to do anything, or bring anything in or upon the Demised Premises or to be kept therein, which will in any way increase the rate of fire insurance on the Demised Premises, not use or permit the Demised Premises to be used for any purpose which would cause an increase in the rate of fire insurance on said Demised Premises.

5. TAXES.

5.01 In addition to the annual rental provided for in Article "3" hereof, Tenant agrees to pay to Landlord as additional rent of all real property taxes, water and sewer rents, rates, and charges, and assessments, which may be levied or assessed against the building of which Demised Premises forms a part by any lawful authority for the period of the term of this Lease. Should the State of New York or any political subdivision thereof or any governmental authority having jurisdiction thereover, impose a tax and/or assessment (other than a new income or franchise tax) upon or against the rental payable by a tenant in the Demised Premises to the Landlord, or any other tax which is intended in whole or in part as a substitute for the current method of real estate taxation, such tax and/or assessment shall be deemed to constitute a tax and/or assessment against the Demised Premises for the purposes of this Article.

5.02 Upon receipt of all tax bills and assessment bills attributable to any year during the term hereof, Landlord shall furnish Tenant with a written statement of the actual amount of the taxes and assessments for such year, and with a bill for the Tenant's payment thereof. Tenant shall pay to the Landlord the amount billed within ten (10) days of the receipt of the statement and bill. In the event the Landlord is required under a mortgage covering the Demised Premises to escrow real estate taxes, Landlord may require Tenant to pay said taxes and assessments during the term hereof in monthly installments on or before the first day of each calendar month, in advance, in an amount estimated by such mortgage. If the total amount paid by Tenant under this Article during the term of this Lease shall be less than the actual amount due from Tenant for

any year thereof, as shown on such statement, Tenant shall pay to Landlord the deficiency within ten (10) days after demand therefor by Landlord; and if the total amount paid by Tenant hereunder for any such year shall exceed such amount due from Tenant for such year, Tenant shall be entitled to offset the excess against payments next thereafter to become due under this Article. For the years in which this Lease commences and terminates, the provisions of this Article shall apply and Tenant's liability for taxes and assessments for any such year shall be subject to a pro rata adjustment based on the number of days of any such year during which the term of this Lease is in effect. A copy of a tax bill or assessment bill submitted by Landlord to Tenant shall at all times be sufficient evidence of the amount of taxes and/or assessments levied or assessed against the property to which such bill relates. Landlord's and Tenant's obligations under this Article shall survive the expiration of the term of this Lease.

5.03 Nothing herein contained is intended to make the Tenant responsible for franchise, corporate, or partnership taxes which are charged to the Landlord, including excise, inheritance, capital, levy, transfer or income, profits or revenue, upon income of Landlord except that, in the event of the passage of any statute, act or law as the result of which Landlord becomes obligated to pay any income tax or any other tax, charge, levy, assessment, or imposition, in lieu or in place of any school tax, or other real estate tax or assessment, which would otherwise be levied against and/or become a lien upon the Demised Premises, such tax, charge, levy, assessment, or imposition shall be payable by Tenant as provided for by this Article.

6. LIABILITY AND FIRE INSURANCE.

6.01 The Tenant shall maintain fire insurance coverage and other liability insurance as provided in this Lease for the entire building of which the Demised Premises forms a part and shall provide Landlord with proof of payment thereof and with proof of a valid insurance policy.

6.02 Tenant agrees to pay, during the term hereof the cost of insurance for fire, extended coverage, vandalism, malicious mischief, and such other hazards as Landlord or Landlord's first mortgagee may require, insuring the improvements located on the Demised Premises and all appurtenances thereto (excluding Tenant's merchandise, trade fixtures, furnishings, equipment, personal property, and Tenant's work) for not less than the full insurable

value thereof.

6.03 Tenant agrees to carry public liability insurance on the Demised Premises during the term hereof, covering both Tenant and Landlord as insureds, with the terms and companies reasonably satisfactory to Landlord, including coverage of Tenant's indemnity to Landlord contained in Article 17 of this Lease, for limits of not less than One Million ($1,000,000.00) Dollars for personal injury or death arising out of any one occurrence, and providing that Landlord and Tenant shall be given a minimum of thirty (30) days written notice by the insurance company prior to cancellation, termination, or change in such insurance. Tenant also agrees to carry property damage insurance in the amount of not less than Three Hundred Thousand ($300,000.00) Dollars for damage to property arising out of any one occurrence.

6.04 Tenant shall provide Landlord with copies of the policies or certificates evidencing that such insurance is in full force and effect and stating the terms thereof.

7. SIGNS, AWNINGS, FIXTURES, AND ALTERATIONS.

7.01 Tenant shall have the free right of alteration to the demised premises which alterations shall not affect the structural integrity of the demised premises provided advance notice is provided in writing to the Landlord. In the event that any proposed alteration will change the structural integrity of the premises, Tenant shall obtain prior written Landlord approval. Fixtures and equipment installed in premises by the Tenant shall be removable provided any damage to the premises shall be repaired at Tenant's cost and expense.

8. MAINTENANCE OF DEMISED PREMISES.

8.01 The Tenant shall take good care of the premises and shall at its own cost and expense make all repairs to the interior of the premises, other than structural repairs or mechanical capital repairs to the plumbing, heating or electrical systems. At the end or other expiration of the term, the Tenant shall deliver up the demised premises in good order and condition, damages by the elements excepted. Landlord shall be responsible for the maintenance of the well and septic system.

9. DAMAGE OR DESTRUCTION.

9.01 If all or any part of the Demised Premises is damaged or destroyed by fire or other casualty insured under the standard fire insurance policy with approved standard extended

coverage endorsement applicable to the demised Premises, the Landlord shall, except as otherwise provided herein, repair and rebuild the Demised Premises with reasonable diligence, and if there is a substantial interference with the operation of the Tenant's business in the demised Premises requiring the Tenant temporarily to close its business to the public, the minimum rental shall be equitably apportioned for the duration of such repairs in proportion to the extent to which there is interference with the operation of the Tenant's business. Notwithstanding the foregoing provisions, in the event the Demised Premises shall be damaged by fire or other insured casualty due to the fault or neglect of the Tenant, or the Tenant's servants, employees, contractors, agents, visitors, or licensees, then, without prejudice to any other rights and remedies of the Landlord, the damage shall be repaired by the Landlord, but there shall be no apportionment or abatement of any rent. Except to the extent provided for in this paragraph, neither the rent payable by the Tenant nor any of the Tenant's other obligations under any provision of this lease shall be affected by any damage to or destruction of the Demised Premises by any cause whatsoever.

10. UTILITIES.

10.01 The Landlord shall furnish heating and air conditioning systems to the Demised Premises. Landlord shall be responsible for maintenance of such systems and Tenant shall be responsible for the payment of all utilities servicing the Demised Premises.

11. ASSIGNMENT OF LEASE.

11.01 Tenant may not sublet or assign this Lease without the Landlord's consent, which consent will not be unreasonably withheld, provided, however, that Landlord shall not be liable for damages on any claim that landlord has unreasonably withheld such consent, Tenant's remedy being limited solely to an action to determine reasonableness of the withholding of such consent and to compel giving of same. It is further agreed that no assignment or sublease shall be effective unless the assignee or sublessee agrees directly with the Landlord to perform Tenant's obligations under this Lease. Notwithstanding any permitted assignment or subletting, not further assignment or subletting may be made without Landlord's consent and, in all events, Tenant shall remain fully and primarily liable for the payment of all rent, additional rent, and the performance of all the terms, covenants, and conditions contained herein jointly and severally

with such assignee or sublessee. Landlord's dealing with an assignee or sublessee shall not affect the continued liability of the Tenant under this Lease.

12. COMPLIANCE WITH TERMS.

12.01 Tenant shall comply with all laws, orders, and regulations of federal, state, county, and municipal authorities, and with any direction pursuant to laws of any public officer thereof, which shall impose any violation, order, or duty upon Landlord or Tenant resulting from the use and occupancy of the Demised Premises by Tenant. Tenant shall have the right, upon giving notice to the Landlord, to contest any obligation imposed upon Tenant pursuant to the provisions of this Article, and to deter compliance during the pendency of such contest, provided that the failure of Tenant to so comply will not subject Landlord to prosecution or criminal penalty. Landlord shall comply with any such laws, orders, regulations, directions, and rules other than those imposing an obligation upon Tenant as aforesaid, subject, however, to the right of Landlord similarly to contest as aforesaid and defer compliance during the pendency of such contest.

13. SUBORDINATION.

13.01 This instrument shall not be a lien against said Demised Premises in respect to any first mortgage that is now on or that hereafter may be placed against the Demised premises, and upon the recording of such mortgage or mortgages, the same shall have preference and precedence and be superior and prior in lien to this Lease, irrespective of the date of recording of the same and Tenant agrees to execute any such instrument, without cost, which may be deemed necessary to any such mortgage, and a refusal to execute such instrument shall entitle the Landlord, or the Landlord's assigns and legal representatives, to the option of canceling this Lease without incurring any expense or damage and the term hereby granted is expressly limited accordingly; provided, however, that a non-disturbance agreement shall have been first entered into in respect to such mortgage. The term "non-disturbance agreement" as used in this Article shall mean an agreement in recordable form between the Tenant and the holder of any subsequent mortgage lien, which shall provide, in substance, that the Tenant shall attorn to such mortgagee and that as long as Tenant is not in default under this Lease beyond any period given to Tenant to cure such default, such holder will not name or join Tenant to cure such default,

such holder will not name or join Tenant as a party defendant or otherwise in any suit, action, or proceeding not to enforce, nor will this Lease be terminated or otherwise affected by enforcement of, any rights given to such holder pursuant to the terms covenants, and conditions contained in such mortgage or mortgages, or any other documents held by such holder or any rights given to such holder as a matter of law.

13.02 With reference to any assignment by Landlord of Landlord's interest in this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to the holder of a mortgage on property which includes the Demised Premises, Tenant agrees:

(A) That the execution thereof by Landlord and the acceptance thereof by the holder of such mortgage shall never be treated as an assumption by such holder of such mortgage shall never be treated as an assumption by such holder of the obligations of the Landlord hereunder, unless and until such holder shall, by notice to Tenant, specifically otherwise elect; and

(B) Except as aforesaid, such holder shall be treated as having assumed Landlord's obligations hereunder only upon foreclosure of such holder's mortgage, the taking of possession of the Demised Premises, and such holder's acceptance of Tenant's attornment.

14. WAIVER OF REDEMPTION.

14.01 Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being dispossessed or removed from the Demised Premises because of default by Tenant pursuant to the covenants or agreements contained in this Lease.

15. DEFAULT.

15.01 A) It is expressly understood and agreed that in case the Demised Premises shall be deserted or vacated or if default be made in the payment of the rent or additional rent or any part thereof as herein specified, or if, without the consent of the Landlord, the Tenant shall sell, assign, or mortgage this Lease or if default be made in the performance of any of the covenants and agreements in this Lease contained on the part of Tenant to be kept and performed, or if the Tenant shall fail to comply with any requirements of the federal, state and local governments or of any and all their departments or bureaus, applicable to the Demised

Premises, or if the Tenant shall file or there shall be filed against Tenant a petition in bankruptcy or arrangement, or under any insolvency laws now or hereinafter enacted, or Tenant be adjudicated a bankrupt or make an assignment for the benefit of creditors to take advantage of any insolvency act, the Landlord may, if the Landlord so elects, and may at any time thereafter terminate this Lease and the term hereof, on giving to the Tenant forty-five
(45) days notice in writing to cure such default, other than a non-payment of rent, except in the case of a nonpayment of rent or additional rent, said notice shall require a cure within ten (10) days, and if such default is not so cured, this Lease and the term hereof shall expire and come to an end on the date fixed in such notice as if the said date were the date originally fixed in this Lease for the expiration thereof, or Landlord may dispossess or remove Tenant or any other occupant of the Demised Premises by summary proceedings or otherwise, and remove their effects and hold the demised Premises as if this Lease had not been made, but without prejudice to Landlord's remedies, on account thereof as set forth in paragraph (b) below. Such notice may be given by mail to the Tenant addressed to the Demised Premises.

B) In the event of such dispossession or removal and notwithstanding such action or the termination of this Lease (I) the Tenant shall be liable forthwith to pay the rent and additional rent and charges payable under this Lease up to the date of such dispossession, termination, or removal, (II) Landlord may relet the Demised Premises, or any part or parts thereof, either in the name of the Landlord or otherwise, for a term or terms which may, at the option of Landlord, be less than or exceed the period which would otherwise have constituted the balance of the term of this Lease and may grant concessions or free rent for a reasonable time, (III) Tenant shall pay to Landlord as liquidated damages for the failure of Tenant to observe and perform the covenants and agreements under this Lease, any deficiency between the rent and additional rent payable by Tenant under this Lease and the net amount, if any, of the rents collected on account of this Lease or leases of the Demised Premises for each month of the period which would otherwise have constituted the balance of the term of this Lease, (IV) amounts received by Landlord after reletting shall first be applied against Landlord's expenses incurred in any reletting, until the same are recovered, and until such recovery, tenant shall pay, as of each day when a payment would fall due under this Lease, the amount which Tenant is

obligated to pay under the terms of this Lease (Tenant's liability prior to any such reletting and such recovery not in any way to be diminished as a result of the fact that such reletting might be for a rent higher than the rent provided for in this Lease); when and if such expenses have been completely recovered, the amounts received from reletting by Landlord as have previously been applied shall be credited against Tenant's obligations as of each day when a payment would fall due under this Lease, and only the net amount thereof shall be payable by Tenant. Further, amounts received by Landlord from such reletting for any period shall be credited only against obligations of Tenant allocable to such period, nor shall any credit of any kind be due for any period after the date when the term of this Lease is scheduled to expire according to its terms, and (V) as an alternative, at the election of Landlord, Tenant will, upon such termination, pay to Landlord, as damages, such a sum as, at the time of such termination, represents the amount of the excess, if any, of the then value of the total rent and other benefits which would have accrued to Landlord under this Lease for the remainder of the Lease term if the Lease terms had been fully complied with by Tenant over and above the then cash rental value (in advance) of the Demised Premises for the balance of the term and upon payment of said sum, Tenant's further liability under the terms of the Lease would cease. Landlord may make such alterations, repairs, replacements, and decorations in the Demised Premises as Landlord considers advisable and necessary for the purpose of reletting the Demised Premises, and the making of such alterations and decorations shall not operate or be construed to release Tenant from liability under this Lease. The failure or refusal of Landlord to relet the Demised Premises or any part thereof shall not release or affect the liability of Tenant for damages under this Lease; however, Landlord will use its best efforts to relet the premises at a reasonable rent. Landlord shall in no event be liable in any way whatsoever for inability to relet the Demised Premises or, in the event that the Demised Premises or any part or parts thereof shall not release or affect the liability of Tenant for damages under this Lease.

C) If after default of payment of rent, or violation of any other provision of this Lease, or expiration thereof, the Tenant moves out or is dispossessed and fails to remove any trade fixture or other property prior to such said default, removal, expiration of Lease, or prior to the issuance of the final order or execution of the warrant, then in that event, the said fixtures and

properties shall be deemed abandoned by the said Tenant and shall become the property of the Landlord.

16. CURING DEFAULT.

16.01 If Tenant shall default in the observance or performance of any covenant or agreement of this Lease on the part of Tenant to be observed or performed, beyond any period given to Tenant to cure such default, Landlord may perform the same for the account of Tenant.

17. INDEMNIFICATION.

17.01 Tenant does hereby covenant and agree with Landlord that it will indemnify and save harmless Landlord from any and against all liability, damages, penalties, or judgments arising from injury to person or property sustained by anyone in and about the Demised Premises resulting from any act or acts of omission or commission of Tenant, or Tenant's officers, agents, servants, employees, contractors, or assignees. Tenant shall, at its own cost and expense, defend any and all suits or actions (just or unjust) which may be brought against Landlord or Landlord's officers, agents, servants, employees, assignees, or contractors. Landlord shall not be responsible or liable for any damage or injury to any property, fixtures, buildings, or other improvements, or to any person or persons, at any time on the Demised Premises, including any damage or injury to Tenant or to any of Tenant's officers, agents, servants, employees, contractors, customers, or assignees; except as may result from any act or acts of omission or commission of Landlord or Landlord's officers, agents, servants, employees, assignees, or contractors. Landlord shall not be responsible or liable for any damage or injury to any property, fixtures, buildings, or other improvements, or to any person or persons, at any time on the Demised Premises, including any damage or injury to Tenant or to any of Tenant's officers, agents, servants, employees, contractors, customers, or assignees; except as may result from any act of omission or commission of Landlord which continues after notice from tenant to Landlord of a condition for the cure or correction of which Landlord is liable, and the Landlord has failed, within a reasonable time after notice, to cure or correct such condition.

18. END OF TERM.

18.01 Upon expiration or other termination of the term of this Lease, Tenant shall quit and surrender to Landlord the Demised Premises, broom clean, in good order and condition,

reasonable wear and tear and damage by fire or other casualty excepted.

19. QUIET ENJOYMENT.

19.01 Landlord covenants and agrees that Tenant may peaceably and quietly enjoy the Demised Premises, subject, however, to the covenants and agreements contained in this Lease.

20. NO WAIVER.

20.01 The failure of Landlord to seek redress for violation of, or to insist upon the strict performance of, any covenant or agreement contained within this Lease shall not prevent a similar subsequent act from constituting a default under this Lease. This Lease contains the entire agreement between the parties, and cannot be changed, modified, or amended, unless such change, modification, or amendment is in writing and signed by the party against whom enforcement of such change, modification, or amendment is sought.

20.02 No payment by Tenant, or acceptance by Landlord, of a lesser amount than shall be due from Tenant to Landlord shall be treated otherwise than as a payment on account. The acceptance by Landlord of a check for a lesser amount with an endorsement or statement thereon, or upon nay letter accompanying such check, that such lesser amount is payment in full, shall be given no effect, and Landlord may accept such check without prejudice to any other rights or remedies which Landlord may have against Tenant.

21. WAIVER OF TRIAL BY JURY AND COUNTERCLAIMS.

21.01 Landlord and Tenant agree that they shall, and the hereby do, waive trial by jury in any action, proceeding, or counterclaim brought by either of the parties hereto against the other on any matters whatsoever arising out of, or in any way connected with, this Lease. Landlord and Tenant agree that any dispute in connection with this Lease be first brought before the American Arbitration Association in Albany, New York. If Landlord commences any summary proceeding for nonpayment of rent or additional rent, Tenant will not interpose any counterclaim in such proceeding unless such counterclaim arises out of, or is in any way connected with, this Lease.

22. MEMORANDUM OF LEASE.

22.01 Upon request of either party to this Lease, Landlord and Tenant agree to execute and deliver a memorandum of this Lease and memorandum of any modification of this Lease, in

recordable form, containing the information required by Section 291-c and
Section 291-cc of the Real Property Law of the State of New York.

23. INSPECTION OF PREMISES.

23.01 The Tenant agrees that the Landlord and its agents and/or representatives shall have the right to enter into and upon the Demised Premises, or any part thereof on prior notice and arrangement with Tenant for the purpose of examining the same, or making such repairs or alterations thereon as may be necessary for the safety and preservation thereof.

24. NOTICES.

24.01 Any notice or demand required to be given under this Lease, or pursuant to any law or governmental regulations, by Landlord to Tenant or by Tenant to Landlord shall be in writing. Unless otherwise required by law or governmental regulations, any such notice or demand shall be deemed given if sent by registered or certified mail, enclosed in a secure postpaid wrapper, addressed (I) to Landlord, at the address of Landlord first hereinabove set forth, or such other address as Landlord may designate by notice to Tenant, or
(II) to Tenant, at the address of Tenant first hereinabove set forth or such other address as Tenant may designate by notice to Landlord.

24.02 After receiving notice from any person, firm, or other entity that it holds a mortgage which includes the Demised Premises as part of the mortgaged premises, no notice from Tenant to Landlord shall be effective unless and until a copy of same is given to such holder, and the curing of any of Landlord's defaults by such holder shall be treated as performance by the Landlord.

25. CAPTIONS.

25.01 The captions preceding the Articles of this Lease are inserted only as matter of convenience and for reference and in no way define, limit, or describe the scope of this Lease nor the intent of any provision of this Lease.

26. SUCCESSORS OR ASSIGNS.

26.01 The covenants and agreements contained in this Lease shall bind and inure to the benefit of Landlord and the successors and assigns of Landlord, and Tenant and its successors and assigns.

27. BROKER'S COMMISSIONS.

27.01 Landlord shall hold the Tenant harmless from any and all broker's fees and commissions due in relation to this Lease.

28. MISCELLANEOUS.

28.01 If any term or provision of this Lease, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, and the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law.

28.02 This Lease and the obligations of Tenant to pay rent and other charges or sums due hereunder and to perform all of the other covenants and agreements hereunder shall in no way be affected, impaired, or excused because Landlord is unable to perform any of the obligations of Landlord in this Lease where the inability to so perform is due to causes beyond Landlord's reasonable control.

IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed by their duly authorized officers as of the date hereinabove set forth.

LANDLORD: AVOBA, INC.

Witness:                                 By:   /s/ A. Ruf     /s/ R. Baldinger
        -------------------------              ----------     ----------------
                                                 A. Ruf         R. Baldinger

TENANT:                                  American BioMedica Corporation


Witness:                                 By:
        -------------------------           --------------------------------

Official legalization back side

State of___________)
Country of_________) SS:

On the ____ day of __________, 19__, before me personally came ______________, to me known, who, being by me duly sworn, did depose and say that he resides in ________________________________; that he is the ___________________ of Avoba, Inc., the corporation described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said corporation.

State of New York )
County of Columbia) SS:

On the 13th day of May, 1999, before me personally came Stan Apkowski, to me known, who, being by me duly sworn, did depose and say that he resides in Ghent, New York; that he is the President of American BioMedica, the corporation described in and which executed the above instrument; and that he signed his name thereto by authority of the board of directors of said corporation.

/s/ Bonnie S. Baker
------------------------------
Notary Public comm-ex. 2/24/01

EXHIBIT 10.8

LEASE

THIS LEASE ("Lease") entered into between Whitesell Enterprises ("Landlord") and American BioMedica Corporation ("Tenant").

(a)  Date of Lease:      Aug 1, 1999

(b)  Landlord:           Whitesell Enterprises

     Address:            One Underwood Court, P.O. Box 1605
                         Delran, New Jersey 08075

(c)  Tenant:             American BioMedica Corporation

     Address:            603 Heron Drive, Unit 3
                         Bridgeport, New Jersey 08014

     Type of Entity:     Limited Partnership
     (check one)                                   --------
                         General Partnership
                                                   --------
                         Corporation                   X
                                                   --------
                         Sole Proprietorship
                                                   --------
                         Limited Liability Company
                                                   --------

State of Organization: New York

(h) Premises: 603 Heron Drive, Bridgeport, New Jersey 08014

(i) Building:

Street Address: 603 Heron Drive, Bridgeport, New Jersey 08014

Lot & Block Number: Lot 3.08/Block; 46

Approximate Rentable/Square Footage: 43,233 square feet

(j) Tenant's Pro Rata Share: 9.1%

(k) Term: Three (3) Years

Lease Commencement Date:  August 1, 1999

Expiration Date:          August 31, 2002

Rent Commencement Date:   August 1, 1999

(1-1)  Base Rent:     $6.80 per square foot net
                      $2,226.43 monthly
                      $26,717.20 yearly

(1-2) Initial Estimate of Additional Rent: $1.00 per square foot See Article 5 on page 3 for definitions.

(m) Security Deposit: $5,000.00

                                         Amount       Received
                                         ------       --------
(i)     initial payment (1st month's     $7,296.43
        rent plus security deposit)

(ii)    insurance certificates per
        Article 18

2. DEMISE OF PREMISES. Landlord, for and in consideration of the Rent (as hereinafter defined) to be paid and the covenants and agreements to be performed by Tenant as hereinafter set forth, does hereby lease, demise and let unto Tenant for the Term the Premises, together with the non-exclusive right to use in common with the other tenants in the Building all common parking spaces located adjacent to the Building, walks, access roads and land surrounding the Building and the common areas in the Building (collectively the "Property").

3. USE OF PREMISES. (a) Tenant covenants and agrees to use the Premises for the Permitted Use, and for no other purpose or purposes. No machinery, equipment or other thing that could cause vibration, noise, odor or fumes which could unreasonably disturb other tenants of the Building shall be installed or placed therein. Tenant shall not subject any portion of the floor to greater loading than that portion of the Premises is designated to carry. Tenant agrees that all outside storage of any kind is prohibited. Parking of inoperable vehicles, non-motorized vehicles or trailers in or about the Premises is prohibited.

(b) Tenant shall, in the use and occupancy of the Premises and the conduct of Tenant's business or profession therein, at all times and at Tenant's expense comply with, and conform the Premises to the following requirements (the "Requirements"): all applicable laws, ordinances, orders, notices and regulations of the federal, state and municipal governments, or any of their departments and the regulations of the insurers of the Premises and Building and the rules and regulations attached hereto as Exhibit "B". Without limiting the generality of the foregoing, Tenant shall: (i) obtain, at Tenant's expense, before engaging in Tenant's business or profession within the Premises, all necessary licenses and permits including (but not limited to) state and local use or occupancy and business licenses or permits; and (ii) remain in compliance with and keep in force at all times all licenses, consents and permits necessary for the lawful conduct of Tenant's business or profession at the Premises. Tenant shall pay all personal property taxes, income taxes and other taxes which are or may be assessed, levied or imposed upon Tenant and which, if not paid, could be liened against the Premises or against Tenant's property therein or against Tenant's leasehold estate. Tenant agrees to promptly furnish Landlord with a copy of any notice that it receives that it is in violation of any Requirements.

(c) Tenant shall indemnify, protect, defend and save harmless Landlord with regard to any non-compliance or alleged non-compliance by Tenant with any Requirements. If Landlord is named as defendant or a responsible party with respect to any alleged violation or non-compliance by Tenant as aforesaid, Landlord also may require, by notice to Tenant as aforesaid, that the matters or conduct giving rise thereto be discontinued by Tenant unless and until the alleged violation or non-compliance is resolved in Tenant's favor.

4. POSSESSION. In no event shall Landlord be liable to Tenant for any actual or consequential damages in the event the Landlord is unable to deliver possession of the Premises on the Lease Commencement Date. If the Lease Term does not commence upon the Lease Commencement Date, Landlord and Tenant shall, by separate writing, set forth the revised Lease Commencement Date and Expiration Date (which shall be extended accordingly).

5. RENT. (a) The Base Rent shall be paid without notice in equal monthly installments on or prior to the first day of each month. Tenant shall pay to Landlord all Rent without demand, setoff or

deduction. The first month's rent shall be payable upon the execution of this Lease. If the Rent Commencement Date is other than the first day of a calendar month or if the Expiration Date is other than the last day of a calendar month, Rent for such partial month shall be prorated.

(b) In addition to the Base Rent, Tenant shall pay to Landlord its Pro Rata Share of all real estate taxes and assessments (collectively "Taxes") incurred during each tax year (pro rated where appropriate) during the Term of this Lease. The Taxes shall be estimated by Landlord from time to time and Tenant shall pay to Landlord monthly, in addition to the Basic Rent and on the same day provided in Article 5(a), 1/12 thereof. Landlord shall have the right, but not the obligation to appeal or contest any Taxes and Tenant shall pay its Pro Rata Share of Landlord's costs for the contest or appeal which costs, shall in no case ever exceed any tax savings.

(c) In addition to the Base Rent and Taxes, Tenant shall pay to Landlord its Pro Rata Share of all operating costs (the "Costs") incurred during each calendar year (pro rated where appropriate) during the Term of this Lease. The Cost shall be estimated by Landlord from time to time and Tenant shall pay to Landlord monthly, in addition to the Basic Rent and Taxes and on the same day provided in Article 5(a), 1/12 thereof. The Costs shall include any and all costs incurred (whether internal to Landlord or paid to a third party) in the maintenance, repair, upkeep, replacement, servicing, securing and operation of the Building and Property (less any charges invoiced directly to other tenants in the Building) and shall include but not be limited to:

(i) All costs and expenses directly related to the operation of the Building and Property including lighting, cleaning, maintaining and painting the Building exterior, fire suppression and alarm systems (including monitoring), removing snow, ice and debris and maintaining all landscape areas, (including replacing and replanting flowers, shrubbery and trees), maintaining and repairing all other exterior improvements (including without limitation parking areas, drives and sidewalks) on the Property and all repairs and compliance costs (including storm water runoff etc., if applicable) required of Landlord. Landlord's obligation to provide snow removal services shall be limited to the parking areas and Tenant shall be responsible for its entrance ways and sidewalks.

(ii) If the Property is located in an industrial park, Tenant shall pay any applicable owners' association dues and fees and its pro rata share of maintenance and repair of any common areas in the industrial park including, but not limited to drainage systems, lighting, trash removal, snow removal, landscaping and association fees or dues, if applicable.

(iii) Administrative fee of three (3%) percent of the Base Rent plus legal fees which are applicable to the overall operation of the Building. It is expressly understood that legal fees incurred in an action against an individual Tenant shall not be deemed includable as an operating expense pursuant to this provision.

(iv) All costs and expenses incurred by Landlord for environmental testing, sampling or monitoring necessary except any cost or expenses incurred in conjunction with the spilling or depositing of any hazardous substance for which any other Tenant is legally liable.

(v) All costs for insurance carried by Landlord.

(vi) Capital expenditures and the costs of preparing any other unit for rental shall not be included as operating expenses. However in the event that Landlord incurs any capital expense for an improvement required by virtue of any governmental statute, ordinance or regulation then Landlord shall be permitted to recover on an amortized basis (not to exceed five (5) years) the portion of the capital costs applicable to the Term of this Lease including any renewal or extension. Similarly should Landlord make any capital improvement which reduces the operating expenses payable hereunder then Landlord shall be permitted to recover the amortized costs as aforesaid but in no case shall the expense allocated exceed the cost savings achieved by the capital improvement. With the exclusion of snow removal and taxes these costs shall not exceed an increase of ten percent (10%) a year.

(d) Within 120 days following the end of each calendar year and/or tax year, as the case may be, Landlord shall send to Tenant a statement of actual Costs and/or Taxes, as the case may be, incurred for such year as appropriate, showing the Pro Rata Share due from Tenant. In the event the amount paid by Tenant as Additional Rent for such period pursuant to this Article 5 exceeds the amount that was actually due based upon actual year end cost, then Landlord shall issue a credit to Tenant in an amount equal to the overcharge which credit Tenant may apply to future rent payments until Tenant has been fully credited with the overcharge. If the credit due to Tenant is more than the aggregate total of future rental payments, Landlord shall pay to Tenant the difference between the credit in such aggregate total. In the event Landlord has undercharged Tenant, then Landlord shall send Tenant an invoice with the additional amount due which amount shall be paid in full by Tenant within ten (10) days of receipt.

Tenant shall have the right to review all invoices and other information on which the calculation of the Costs chargeable to Tenant were based by written notice to Landlord within thirty (30) days following Tenant's receipt of the Costs statement from Landlord. Upon receipt of such notice from Tenant, Landlord shall make such information available to Tenant or Tenant's authorized representative at

Landlord's location (or, at Landlord's option, Landlord may provide copies of such information to Tenant). Tenant shall have a period of thirty (30) days following the date on which Landlord notifies Tenant that such information is available for Tenant's review to advise Landlord of any discrepancy discovered by Tenant with respect to the Costs charged to Tenant whereupon Landlord and Tenant shall use their best efforts to resolve any such discrepancy discovered by Tenant with respect to the Costs charged to Tenant whereupon Landlord and Tenant shall use their best efforts to resolve any such discrepancy, and if they are unable to do so, Tenant shall be free to pursue any remedies available to Tenant by law. If Tenant does not notify Landlord of its wish to review the Costs information within thirty (30) days of Tenant's receipt from Landlord of its Costs statement or if Tenant does so notify Landlord, but does not, within thirty (30) days following the date when such information is made available to Tenant, notify Landlord of a discrepancy in the Costs charged to Tenant with respect to the applicable calendar year and to tax year, as the case may be, Tenant shall be deemed to have waived any right to make any claim against Landlord with respect to the applicable Costs statement.

(e) All Taxes, Costs and other sums other than Base Rent payable by Tenant to Landlord under this Lease shall be deemed additional rent ("Additional Rent") and Landlord shall have all rights with respect to the non-payment of Additional Rent as for Base Rent. Base Rent and Additional Rent are sometimes herein together called "Rent".

6. LATE PAYMENT. For each payment of Rent received after the first day following the due date therefor, Tenant shall pay to Landlord an initial late charge of ten (10%) percent of the payment due plus one and one-half (1-1\2%) percent for each additional month such payment is late, which charge must accompany the late payment. An additional charge will be made for checks returned for insufficient funds.

7. SECURITY DEPOSIT. Tenant does herewith deposit with Landlord the Security Deposit to be held as security for the full and faithful performance by Tenant of Tenant's obligations under this Lease and for the payment of damages to the Premises. Except for such sum as shall be applied by Landlord to satisfy claims against Tenant arising from defaults under this Lease or by reason of damages to the Premises, and further provided that Tenant is not then in default hereunder and has complied with all obligations for surrender and redelivery of the Premises to Landlord (including without limitation all obligations contained in Article 15(c)), the Security Deposit shall be returned to Tenant without interest within thirty (30) days of the expiration of the Term of this Lease or any renewals or extensions thereof. It is understood that no part of any Security Deposit is to be considered as the last rental due under the Term of the Lease. Notwithstanding any law to the contrary, Landlord shall not be required to pay any interest to Tenant on account of the holding of the Security Deposit and need not maintain this deposit in a separate account but may co-mingle and use these funds as its own. In the event of the sale or transfer of Landlord's interest in the Building, Landlord shall have the right to transfer the Security Deposit to such purchaser or transferee, in which event Tenant shall look only to the new landlord for the return of the Security Deposit and Landlord shall thereupon be released from all liability to Tenant for the return of the Security Deposit. In the event Landlord applies any portion of the Security Deposit to satisfy claims against Tenant arising from defaults under this Lease or by reason of damages to the Premises, within ten (10) days of receipt of written notice from Landlord, Tenant shall replenish the Security Deposit by the amount withdrawn therefrom by Landlord.

8. SIGNS. No sign, advertisement or notice shall be affixed to or placed upon any part of the Premises, Building or Property by Tenant or anyone acting under Tenant. At any time Landlord may put upon the Premises a suitable "for sale" sign and for six (6) months prior to the expiration of the current Term, Landlord or it agents may place the usual "to let" signs thereon. Landlord shall provide Landlord's standard signage identifying Tenant on Building pylon and at suite entrance.

9. SERVICES AND UTILITIES. Tenant shall pay all costs and charges for utilities and services including security deposits and minimum fees. The utilities shall be deemed to include without limitation the cost of heating, air conditioning if applicable, electricity, water, gas, sprinkler stand-by fee, sewer service and septic fee if applicable. Landlord shall not be liable for any interruption or delay in any of the above services for any reason. Upon demand, Tenant shall promptly furnish to Landlord payment or evidence of payment of charges for utilities and services. To the extent that Landlord is making available any electric or other utilities, Landlord shall have the sole right to select the provider of such utilities.

10. CONDITION OF PREMISES. (a) If Landlord has agreed to complete any work in the Premises prior to occupancy by Tenant, then the specifications for such construction shall be as set forth on the construction documents initialed by the parties and incorporated by reference into this Lease on Exhibit "C". Landlord shall be deemed to have delivered possession of the Premises to Tenant when such work has been substantially completed, except for (i) minor items of finishing and construction of a nature which are not necessary to make the Premises reasonably tenantable for the permitted use; and (ii) items then not completed because of delay by Tenant in furnishing any drawings, plans or approvals required for Landlord to complete any such work or because of any changes or additions thereto requested by Tenant. The taking of possession of the Premises by Tenant shall conclusively establish that the

Premises and the Building were at such time in satisfactory condition, order and repair, subject to any punchlist items.

(b) Landlord shall undertake the warranty work in Exhibit "D" (if any) and except as set forth therein Tenant is leasing the Premises in their "as-is" condition.

11. SURRENDER. Tenant shall at the expiration of the Term hereof, peaceably surrender possession of the Premises in as good and marketable order and condition as existed at the inception of this Lease, reasonable wear and tear of the finishing elements and carpeting and damage by fire, elements or casualty excepted, and will, at the expiration of said Term, or any continuation thereof, deliver the keys at the office of said Landlord. Within the final fifteen (15) days of the Term, the systems shall be inspected by a reputable electrical, mechanical or plumbing contractor designated by Landlord at the sole cost and obligation of Tenant. All mechanical, electrical, plumbing, heating and air conditioning systems shall be in good operating order at the termination of this Lease and Tenant shall perform a thorough cleaning of the Premises immediately prior to surrender, including without limitation shampoo and repairs of all carpeted areas of the Premises. Any property or fixtures which remain upon the Premises after the expiration of the Lease shall be deemed abandoned by Tenant and Landlord may take possession of same and dispose of same in any reasonable manner without any further liability of Landlord to Tenant. Any costs associated with the removal of such property shall be payable by Tenant.

12. REPAIRS AND MAINTENANCE. (a) Except as specifically otherwise provided in subsection (d) of this Article 12, Tenant, at its sole cost and expense throughout the Term of this Lease, shall keep and maintain the Premises including without limitation hot water heaters, roof fans, plumbing and electrical systems and fixtures, Tenants improvements, betterments and other special equipment attached to the Premises, glass, overhead doors, loading dock bumpers and levelers and carpeting in good order and condition, free of dirt and rubbish, and shall promptly make all repairs necessary to keep and maintain such good order and condition, whether such repairs are ordinary or extraordinary, foreseen or unforeseen. When used in this Article 12, the term "repairs" shall include replacements and renewals when necessary. All repairs made by Tenant shall utilize materials and equipment which are at least equal in quality and usefulness to those originally used in constructing the Building and the Premises. Tenant shall also repair and maintain any openings in the roof or walls specifically installed by or for Tenant with Landlord's prior written consent.

(b) Tenant shall pay Landlord's costs to service, repair and maintain HVAC equipment, any fire suppression system (including alarm monitoring) and any other service which pertains to the Premises. Tenant shall have the option to purchase and maintain its own service contract on the HVAC equipment so long as Landlord has given its prior written consent to the service agreement.

(c) All repairs required pursuant to this subsection shall be completed within thirty (30) days after written notice from Landlord. If Tenant does not complete these repairs within thirty (30) days, Landlord has the right to make the repairs and charge Tenant for same.

(d) Landlord, throughout the Term of this Lease shall make all necessary repairs to the footings and foundations, roof, external walls and structural steel columns and girders forming a part of the Premises (excluding doors, windows and other apertures); provided, however, that Landlord shall have no responsibility to make any repair unless and until Landlord receives written notice of the need for such repair from Tenant. Tenant shall pay the cost of any repairs made pursuant to this paragraph as same are occasioned by the act, omission or negligence of Tenant, its employees or invitees.

13. ALTERATIONS AND TRADE FIXTURES. (a) Tenant shall not make any alterations, additions, or improvements (collectively "Alterations") to the Building or Property and shall not make any Alteration to the Premises without Landlord's prior written consent. All Alterations made by either of the parties hereto upon the Premises, except moveable and detached or detachable office furniture, partitions, and machinery and equipment put in at Tenant's expense, shall be the property of Landlord, and shall remain upon and be surrendered with the Premises, as part thereof at the termination of this Lease or at the option of Landlord, said Alterations shall be removed by Tenant at Tenant's sole cost and expense (failing which, Landlord may remove such alterations and invoice Tenant for such work, which amount shall be Additional Rent immediately due hereunder). Any damages caused by or arising from Tenant's removal of any Alterations shall be restored or repaired at Tenant's expense. Tenant shall be solely responsible for removing all telephone, telefax, computer and other communications wiring, cabling and equipment and shall repair all damages caused by or arising from such removal at Tenant's expense.

(b) All labor and materials furnished by or on behalf of Tenant under or pursuant to this Lease shall be first class, not less than the caliber and quality which exists in the Premises and by contractors approved in writing by Landlord and shall be accomplished at times so as not to disturb the business of other tenants. Tenant shall not install any Alterations in such a manner as to compromise the structural integrity or impair the economic value or marketability of the Premises or any part thereof. The labor and materials shall be installed in complete conformity to all applicable statutes, codes, ordinances and regulations.

(c) Landlord agrees that it will not unreasonably withhold or delay its consent to any interior nonstructural Alterations to the Premises which do not affect any Building systems. Tenant agrees that it will submit to Landlord sealed plans and specifications along with the name and address of the proposed contractor and all subcontractors as part of any request made hereunder. Prior to commencing the work, Tenant will furnish Landlord with copies of all governmental permits, certificates establishing that its contractor and subcontractors have adequate insurance coverages naming Landlord (and any property manager) and Landlord's mortgagee as additional insureds. If Landlord has installed a master lock system Tenant agrees that under no circumstances will it change any of the exterior locks thereby making it impossible for Landlord to gain access with its master key.

14. ACCESS TO PREMISES. Landlord, its employees and agents shall have the right to enter the Premises at all reasonable times for the purpose of examining or inspecting the same, showing the same to prospective purchasers, mortgagees or tenants of the Building, and making such alterations, repairs, improvements or additions to the Premises or to the Building as may be necessary. If representatives of Tenant shall not be present to open and permit entry into the 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.

15. ENVIRONMENTAL COMPLIANCE. (a) Tenant represents and warrants that Tenant's SIC (Standard Industrial Classification) number as designated in the Standard Classification Manual prepared by the Office of Management and Budget, and as set forth in Article 1(g) hereof, is correct. Tenant recognizes that for purposes of the Industrial Site Recovery Act (formerly known as the Environmental Cleanup Responsibility Act), N.J.S.A. 13:1K-6 et.seq. ("ISRA"), Tenant will acquire the SIC number of any entity for which it provides all or substantially all of its services or products. Tenant represents that the specific activities intended to be carried on in the Premises are in accordance with Article 1(n) and Tenant covenants and agrees that it will not do or suffer anything which will cause its SIC number (or that of any assignee or subtenant) to change so as to fall within any of the following "major group" classifications of SIC numbers during the Term or exercised renewal term hereof: 22 through 39 inclusive, 46 through 49 inclusive, 51 and 76 (together the "Covered Numbers"). Tenant further covenants and agrees to notify Landlord at least thirty days (30) prior to any change of facts which would result in the change of Tenant's SIC number from its present number to any of the Covered Numbers. Upon such notice, Landlord shall have the right, at its option, to terminate this Lease within thirty (30) days of receipt of such notice by notifying Tenant in writing.

(b) Tenant shall not engage in operations at the Premises which involve the unlawful generation, manufacture, refining, transportation, treatment, storage, handling or disposal of "hazardous substances" or "hazardous waste" as such terms are defined under ISRA. Tenant further covenants that it will not cause or permit to exist any Discharge (as such term is defined under ISRA) on or about the Premises.

(c) If Tenant's operations on the Premises now or hereafter constitute an "Industrial Establishment" subject to the requirements of ISRA, then prior to: (i) any sale or transfer of the Premises, (ii) Closing operations or Transferring ownership or operations of Tenant at the Premises (as defined under ISRA), (iii) the expiration or sooner termination of this Lease, or (iv) any assignment of this Lease or any subletting of any portion of the Premises; Tenant shall, at its expense, comply with all requirements of ISRA pertaining thereto. Without limitation of the foregoing, Tenant's obligations shall include (i) the proper filing of an initial notice under N.J.S.A. 13:1K-9(a) to the New Jersey Department of Environmental Protection ("NJDEP"), and (ii) the performance of all remediation and other requirements of ISRA, including without limitation all requirements of N.J.S.A. 13:1K-9(b) through and including (i). Upon written request of Landlord, Tenant shall cooperate with Landlord in obtaining evidence of compliance with ISRA or any other law, regulation, or order of any governmental authority, which cooperation shall include, without limitation, providing affidavits, reports, or responses to questions.

(d) The parties acknowledge and agree that, pursuant to the provisions of Section 20(c) of ISRA, Tenant shall be, and is hereby, designated the party responsible (the "Party Responsible") to comply with the requirements of ISRA (P.L. 1983, c.330), and that as a result of DEP shall compel Tenant to so comply. In addition, any failure of Tenant to provide any information and submission as required under Section 20(a) and Section 20(c) of ISRA shall constitute a default under this Lease. Any assignee or subtenant of Tenant shall be deemed to have, and by entering into such assignment or sublease, and/or by entering into possession of the Premises, does hereby, acknowledge that they shall be the Party Responsible, jointly and severally with Tenant, under the provisions of this Lease.

(e) In the event of Tenant's failure to comply in full with this Article 15, Landlord may, at its option, perform any and all of Tenant's obligations as aforesaid and all costs and expenses incurred by Landlord in the exercise of this right shall be deemed to be Additional Rent payable on demand and with interest at the Rate until payment.

(f) In the event Tenant is obligated, under this Article or otherwise, to perform and/or cooperate in performing any ISRA obligations and/or obtain and/or cooperate in obtaining any ISRA approval, by way of a non-applicability letter, " negative declaration", the performance of an approved remedial action work plan, the obtaining of a no further action letter, the performance under a remediation agreement and/or otherwise (collectively the "ISRA Obligations") and, prior to fully performing such ISRA Obligations, there occurs the scheduled expiration of the Term of this Lease or any other termination of this Lease (collectively, a "Lease Termination"), Tenant shall, following such Lease Termination, pay, at the time and in the manner Base Rent payments were due during the Term, an amount equal to: (i) Base Rent at twice the rate in effect immediately prior to such Lease Termination; and (ii) Additional Rent as provided under the Lease; until such time as all such ISRA Obligations have been fully completed.

(g) Tenant shall promptly provide Landlord with all documentation and correspondence, reports, notices and submissions: (i) provided to NJDEP pursuant to the Worker and Community Right to Know Act, N.J.S.A. 34:5A-1 et seq. and the regulations promulgated thereunder ("Right to Know Act"); (ii) pursuant to the Hazardous Substance Discharge-Reports and Notices Act, N.J.S.A. 13:1K-1 5 et seq. and the regulations promulgated thereunder ("Reports and Notices Act"); (iii) to NJDEP, the United States Environmental Protection Agency (EPA), the United States Occupational Safety and Health Administration (OSHA), or any other local, state or federal authority which requires submission of any information concerning environmental matters or hazardous wastes or substances. Should the Property be located in a state other than the state of New Jersey then the provisions of subparagraphs (i) and (ii) shall be deemed to pertain to the applicable laws of the state in which the Property is located (e.g. if located in Pennsylvania, the Pennsylvania Worker and Community Right to Know Act, 35 P.S. Section 7301 et seq.) The copies and notices required by this paragraph to be submitted to Landlord shall only pertain to the Property and not to any other site or location where Tenant may occupy another facility.

(h) Tenant shall indemnify, defend and save harmless Landlord from and against any and all fines, suits, proceedings, claims and/or actions of any kind and any and all losses, costs, damages and expenses (including, without limitation, attorney's fees) arising out of or in any way connected with any
(i) spills, releases or discharges of hazardous material at the Premises which occur during the Term of this Lease (including any renewal periods); (ii) Tenant's failure to provide all information, make all submissions and take all actions required by any governmental authority; (iii) Tenant's failure to comply with all requirements of ISRA (as required herein); (iv) violation of any environmental law; and/or (v) breach of any provision of this Article 15. Notwithstanding anything provided herein to the contrary, in no event shall Tenant's indemnification, defense and hold harmless obligation apply with respect to, nor shall Tenant have any responsibility for, any spills, releases or discharges of hazardous material at the Premises which occurred prior to the Term of this Lease (unless actually caused by Tenant, its contractors, agents or invitees).

(i) In the event that the Premises are located in Pennsylvania all reference to definitions contained in ISRA or any other New Jersey statutory references shall be changed to mean the Pennsylvania Solid Waste Management Act (35 P.S. Section 6018.101 et seq.), Pennsylvania Worker and Community Right to Know Act (35 P.S. Section 7301 et seq.) or other applicable Pennsylvania Statutes.

(j) This Article shall survive the expiration or sooner termination of this Lease.

16. ASSIGNMENT AND SUBLETTING. (a) Tenant shall have no right to assign or sublet by operation of law or otherwise, all or any part of the Premises without the prior written approval of Landlord.

(b) In the event Tenant desires to sublet the Premises or assign the Lease, Tenant shall give to Landlord written notice of Tenant's intended subtenant or assignee in order to secure Landlord's written consent. Within thirty (30) days of receipt of said notice, Landlord shall have the right: (i) to terminate this Lease by giving Tenant not less than thirty (30) days notice in the case of an assignment of the entire Lease or a subletting of more than fifty percent (50%) of the Premises or (ii) to terminate this Lease and simultaneously to enter into a new Lease with Tenant for that portion of the demised Premises Tenant may desire to retain upon the same terms, covenants and conditions of the existing Lease as applicable to the space retained. If Landlord exercises its right to terminate this Lease, Tenant agrees that Landlord shall have access to all or a portion of the demised Premises sixty
(60) days prior to the effective termination date for remodeling or redecorating purposes.

(c) On any approved subletting or assignment of all or any part of the Premises, (i) Landlord shall receive from Tenant all rent in excess of those defined herein and other profits relating to the premises derived by Tenant from the assignment or subletting; (ii) Tenant shall remain liable under all terms and conditions of this Lease; (iii) Landlord shall have the right to approve the subtenant or assignee and the sublease or assignment documents (and any assignee or subtenant must agree therein to assume all terms, conditions and obligations of the Lease) and (iv) Tenant shall be solely responsible for obtaining, at Tenant's cost, any certificate of occupancy or other permits required for occupancy of the Premises by and permitted subtenant or assignee. In the event of default by Tenant under the terms and conditions of this Lease at such time that all or part of the Premises are then sublet, Landlord may collect

directly from the subtenant(s) all rents becoming due to Tenant under the Sublease(s) and apply such rents against any sums due to Landlord by Tenant under this Lease, and Tenant hereby authorizes and directs such subtenant(s) to make such payment of rent to Landlord upon receipt of notice from Landlord. Such collection of rent by Landlord shall not constitute a novation or a release of Tenant from its liability under the terms and conditions of this Lease.

(d) The written approval of Landlord to one or more sublettings or assignments shall not operate as a waiver of Landlord's right to approve any further sublettings and assignments.

(e) Tenant shall not (i) mortgage, pledge or otherwise encumber its interest in this Lease or (ii) grant any license, concession or other right of occupancy of any portion of the Premises, without the prior written consent of Landlord.

(f) As a condition precedent to Tenant's right to sublease the Premises or to assign this Lease, Tenant shall, at Tenant's own expense, comply with ISRA. Tenant shall promptly furnish to Landlord true and complete copies of all documents, submissions and correspondence provided by Tenant to the New Jersey Department of Environmental Protection (NJDEP) and all documents, reports, directives and correspondence provided by the NJDEP to Tenant. Tenant shall also promptly furnish to Landlord true and complete copies of all sampling and test results obtained from samples and tests taken at and around the Premises. As a condition precedent to Tenant's right to sublease the Premises or to assign the Lease, Tenant shall have received from the NJDEP either (i) a non-qualified approval of Tenant's negative declaration or (ii) a non-applicability letter, for which Tenant shall promptly apply pursuant to ISRA. If this condition shall not be satisfied, then Landlord shall have the right to withhold consent to sublease or assignment.

(g) Nothing herein to the contrary withstanding, Landlord's written consent shall not be required for any sublease or assignment of this Lease to any other entity which controls or is controlled by Tenant provided that Tenant shall continue to remain liable in such instance. Tenant shall be required to give Landlord thirty (30) days written notice in advance of any such subleasing or assignment.

(h) Tenant agrees that any subleasing or assignment to any person, firm, partnership or corporation which is not an actual user of the Premises is absolutely prohibited and nothing herein shall require Landlord to consent to any such assignment. In addition, subleases or assignments are absolutely prohibited to any person, firm, entity or corporation which (i) at such time is a tenant in any building owned by Landlord or any affiliate of Landlord or (ii) is currently or has within six (6) months prior to the date of the proposed sublease or assignment actively been discussing a proposed lease with Landlord or any affiliate of Landlord.

17. MECHANICS' LIENS. If any mechanics' or other lien shall be filed against the Property, Premises or the Building for labor or material furnished or to be furnished at the request of Tenant, then Tenant shall at its expense cause such lien to be discharged of record by payment, bond or otherwise, within ten (10) days after the filing thereof. If Tenant shall fail to cause such lien to be discharged of record within such ten (10) day period, Landlord may cause such lien to be discharged by payment, bond or otherwise, without investigation as to the validity thereof or as to any offsets or defenses thereto. The cost to Landlord for removal of such lien will be charged to Tenant as Additional Rent and payable on the first day of the month next following the payment by Landlord together with interest until payment at a rate (the "Rate") equal to four (4%) percent per annum over the then domestic prime rate (the base rate on corporate loans at large U.S. money center commercial banking) or equivalent rate as announced daily in The Wall Street Journal under the heading "Money Rates". Tenant shall indemnify and hold Landlord harmless 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 its discharge.

18. INDEMNIFICATION AND LIABILITY INSURANCE. (a) Tenant covenants and agrees that it shall, at its own cost and expense, indemnify and save harmless Landlord, any affiliate of Landlord, any property manager or agent for Landlord and all of their respective officers, directors, owners and employees (together the "Protected Parties") against and from, and the Protected Parties shall not be liable to Tenant for, any and all claims by or on behalf of any person, entity, firm or corporation arising in any manner whatsoever from, out of or in connection with (i) the use and occupancy of the Property by Tenant; (ii) failure to perform any of the terms or conditions of this Lease required to be performed by Tenant; (ii) failure to perform any of the terms or conditions of this Lease required to be performed by Tenant; (iii) any failure by Tenant to comply with any statutes, regulation, ordinances or orders of any governmental authority; or (iv) any accident, death, injury, or damage, loss or theft of property in or about the Property (whether involving property belonging to Tenant or any other person) resulting from any cause whatsoever, unless such accident, death, injury, damage, loss or theft is caused by the sole negligence of the Protected Parties, and from and against all costs, attorney fees, expenses and liabilities incurred in or as a result of any such claim or action or proceeding brought against the Protected Parties by reason of any such claim. Tenant, upon notice from the Protected Parties, covenants to resist or defend such action or proceeding by legal counsel reasonably satisfactory to the Protected Parties.

(b) During the Term of this Lease and any renewal thereof, Tenant shall obtain and promptly pay all premiums for commercial general liability insurance with respect to the Property, covering at least the hazards of "premises/operations", "independent contractors" and "contractual liability" with a per occurrence limit of not less than $1,000,000.00 combined bodily injury and property damage, and an aggregate limit of not less than $2,000,000.00. On or before the commencement date of the Term of this Lease, and thereafter not less than fifteen (15) days prior to the expiration dates of said policy or policies, Tenant shall provide copies of policies or certificates of insurance evidencing coverage required by this Lease.

(c) Landlord shall insure the Building of which the Premises are a part and any improvements constructed by Landlord in accordance with Article 10 and Tenant shall insure the trade fixtures, equipment (including but not limited to all equipment, machinery, furnishings and inventory) and any tenant improvements and/or Alterations constructed by Tenant against loss or damage by fire and such other risks as may be included in the broadest form of extended coverage insurance including sprinkler leakage.

(d) Tenant shall not engage in any activity or store any product or material in the Premises which will either cause an increase in the insurance on the entire Building or which will make the Building uninsurable. In the event Tenant engages in any activity or stores any product or material in the Premises which causes an increase in the insurance on the entire Building (nothing contained herein being intended to authorize or permit same) Tenant shall pay, on demand, as Additional Rent from time to time, all such increased cost of insurance.

(e) All Tenant's policies of insurance (and renewals) required to be carried hereunder shall (i) be with insurance companies with an "A.M. Best" rating of A or above; (ii) shall name Landlord, its property manager and any mortgagee as an additional insured, and Landlord as a loss payee; (iii) provide that no material change or cancellation of said policies shall be made without thirty (30) days prior written notice to Landlord; (iv) provide that any loss shall be payable notwithstanding any act or negligence of Landlord which might otherwise result in the forfeiture of said insurance; (v) provide that the insurance company issuing the same shall have no right of subrogation against Landlord; and (vi) provide that as to the interest of Landlord, the insurance afforded by the policy shall not be invalidated by any breach or violation by Tenant of any of the warranties, declarations or conditions in the policy.

(f) If, in Landlord's sole discretion, Landlord allows Tenant to self insure any of the coverage required under this Article 18, Tenant shall deliver to Landlord a certificate in the form of Exhibit "E" attached hereto.

19. WAIVER OF SUBROGATION. Tenant and Landlord, respectively, hereby release each other from any and all liability or responsibility to the other for anyone claiming by, through or under it or them by way of subrogation or otherwise for any loss or damage to property covered by any insurance then in force, even if such loss or damage shall have been caused by the fault or negligence of the other party or anyone for whom such party may be responsible; provided, however, that this release shall be applicable and in force and effect only with respect to any loss or damage occurring during such time as the policy or policies of insurance covering said loss shall contain a clause or endorsement to the effect that this release shall not adversely affect or impair such insurance or prejudice the right of the insured to recover thereunder. Landlord and Tenant each agree to use their best efforts to obtain such a waiver in all applicable insurance policies, failing which such party shall immediately notify the other of such inability to obtain a waiver and provide with such notice written evidence of all attempts to procure same and the written rejection of the insurers consulted.

20. WAIVER OF CLAIMS. Except to the extent resulting from the gross negligence or willful misconduct of the applicable Protected Party, the Protected Parties shall not be liable for, and Tenant hereby releases and relieves the Protected Parties from, all liability in connection with any and all loss of life, personal injury, damage to or loss of property, or loss or interruption of business occurring to Tenant, its agents, servants, employees, invitees, licensees, visitors, or any other person, firm, corporation or entity, in or about or arising out of the Premises, from, without limitation,
(a) any fire, other casualty, accident, occurrence or condition in or upon the Premises, Building and/or Property; (b) any defect in or failure of (i) plumbing, sprinkling, electrical, heating or air conditioning systems or equipment, telecommunication conduit, lines and equipment or any other systems and equipment of the Premises and the Building, and (ii) the elevators, stairways, railings or walkways of the Building and/or Property; (c) any steam, gas, oil, water, rain or snow that may leak into, issue or flow from any part of the Premises, Building and/or Property from the drains, pipes, roof, or plumbing, sewer or other installation of same, or from any other place or quarter; (d) the breaking or disrepair of any installations and equipment; (e) the falling of any fixture or any wall or ceiling materials; (f) damaged or broken interior or exterior glass; (g) latent or patent defects; (h) the exercise of any rights by Landlord under the terms and conditions of this Lease; (i) any acts or omissions of the other tenants or occupants of the Building or of nearby buildings; (j) any acts or omissions of other persons or requirements or restrictions of governmental entities; (k) any acts or omissions of the Protected Parties; and (l) theft, acts of God, public enemy, injunction, riot, strike, insurrection, war, court order or any order of any governmental authorities having jurisdiction over the Premises.

21. FIRE OR OTHER CASUALTY. (a) Subject to paragraphs (b), (c) and (d) of this Article 21 below, if the Premises are damaged by fire or other casualty, the damage shall be repaired by and at the expense of Landlord and the Rent until such repairs shall be made shall be apportioned from the date of such fire or other casualty according to the part of the Premises which is usable by Tenant. Landlord agrees to repair such damage within a reasonable period of time after receipt from Tenant of written notice of such damage, except that Tenant agrees to repair and replace its own furniture, furnishings, equipment and any alteration or improvement installed by Tenant. Landlord shall not be liable for any inconvenience or annoyance to Tenant or injury to the business of Tenant resulting from such damage or the repair thereof.

(b) If the Premises, in the opinion of Landlord's licensed architect or engineer, are (i) rendered substantially untenantable by reason of such fire or other casualty; or (ii) twenty (20)% percent or more of the Premises is damaged by said fire or other casualty and less than six (6) months would remain on the Lease Term or any renewal thereof upon completion of the repairs or reconstruction; or (iii) fifty (50%) percent or more on the Premises is damaged by said fire or other casualty; then in any such events Landlord shall have the right to be exercised by notice in writing delivered to Tenant within thirty
(30) days from and after said occurrence, to elect 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 Rent to be adjusted as of said date.

(c) If the Building, in the sole opinion of Landlord, shall be substantially damaged by fire or other casualty, regardless of whether or not the Premises were damaged by such occurrence, Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within thirty (30) days from and after said occurrence, to terminate this Lease; and in such event, this Lease and the tenancy hereby created shall cease as of the date of said termination, the Rent to be adjusted as of the date of such termination.

(d) In the event that any mortgagee unilaterally refuses to make the proceeds of any policy of insurance available for restoration, Landlord shall have the right, to be exercise by notice in writing delivered to Tenant within thirty (30) days from notice of such refusal to terminate this Lease and in such event, this Lease and the tenancy hereby created shall cease as of the date of said termination, the Rent to be adjusted as of the date of such termination.

22. CONDEMNATION. (a) If the whole of the Premises shall be condemned or taken either permanently or temporarily for any public or quasi-public use or purpose, under any statute or by right of eminent domain, or by private purchase in lieu thereof, then in that event the Term of this Lease shall cease and terminate from the date when possession is taken thereunder pursuant to such proceeding or purchase. The rent shall be adjusted as of the time of such termination and any rent paid for a period thereafter shall be refunded. In the event more than fifteen (15%) percent of the Building containing same shall be so taken (or if more than fifty (50%) percent of the parking areas are taken and not promptly replaced with contiguous parking areas) then Landlord may elect to terminate this Lease from the date when possession is taken thereunder pursuant to such proceeding or purchase or, Landlord shall repair and restore, at its own expense, the portion not taken and thereafter the rent shall be reduced proportionately to the portion of the Premises taken.

(b) In the event of any total or partial taking of the Premises or the Building, Landlord shall be entitled to receive the entire award in such proceeding and Tenant may make a separate application for Tenant's fixtures, equipment and moving expenses under the then applicable New Jersey eminent domain code, but Tenant shall not make any claim that will detract from or diminish any award for which Landlord may make a claim.

(c) If the Premises or the Building are declared unsafe by any duly constituted authority having the power to make such determination, or are the subject of a violation notice or notice requiring repair or reconstruction which cannot be repaired by Landlord at its sole cost and expense within thirty
(30) days, then Landlord at its option, may terminate this Lease, and in such event, Tenant shall immediately surrender said Premises to Landlord and thereupon this Lease shall terminate and the rent shall be apportioned as of the date of such termination.

23. ESTOPPEL CERTIFICATE. Tenant shall, at any time and from time to time, within ten (10) days after written request by Landlord, execute, acknowledge and deliver to Landlord, or its mortgagee or trustee, a statement in writing duly executed by Tenant (a) certifying that this Lease is in full force and effect (if that be the case) 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 modifications or amendments); (b) certifying the dates to which Base Rent and Additional Rent have been paid; (c) either certifying that to the knowledge of Tenant no default exists under this Lease or specifying each such default; and (d) providing such other information as Landlords purchaser or mortgagee 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 or current mortgagee of the Building, or by others, in any matter affecting the Premises.

24. TENANT'S DEFAULT. (a) The occurrence of any of the following shall constitute a material default and breach of this Lease by Tenant:

(i) failure of Tenant to accept possession of the Premises within thirty (30) days after the date of issuance of a certificate of occupancy;

(ii) a failure by Tenant to pay, within five (5) days after written notice, any installment of Rent hereunder or any Additional Rent or any such other sum herein required to be paid by Tenant;

(iii) if any representation or warranty of Tenant or guarantor, if any, set forth in any notice, certificate, demand, request or other instrument delivered pursuant to, or in connection with, this Lease shall prove to be either false or misleading in any respect as of the time when the same shall have been made;

(iv) a failure by Tenant to observe and perform any other provisions or covenants of this Lease to be observed or performed by Tenant, where such failure continues for thirty (30) days after written notice thereof from Landlord to Tenant provided, however, that if the nature of the default is such that the same cannot reasonably be cured within such thirty (30) day period, Tenant shall not be deemed to be in default if Tenant shall within such period commence such cure and thereafter diligently prosecute the same to completion (but in no event shall such cure period exceed an additional thirty
(30) days).

(b) Upon the occurrence of any such event of default set forth above:

(i) Landlord may (but shall not be required to) perform for the account of Tenant any such default of Tenant and immediately recover as Additional Rent any expenditure made and the amount of any obligations incurred in connection therewith, plus interest at the Rate (as defined in Article 17 hereof) from the date of such expenditure;

(ii) Landlord may at its option accelerate all Rent and Additional Rent due for the balance of the Term of this Lease and declare the same to be immediately due and payable as liquidated damages;

(iii) Landlord, at its option, may serve notice upon Tenant that this Lease and the then unexpired Term hereof and all renewal options shall cease and expire and become absolutely void on the date specified in such notice, to be not less than five (5) days after the date of such notice without any right on the part of Tenant to save the forfeiture by payment of any sum due or by the performance of any terms, provision, covenant, agreement or condition broken; and, thereupon and at the expiration of the time limit in such notice, the Lease and the Term hereof granted, as well as the 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 date herein granted for expiration of the Term of this Lease. Thereupon, Tenant shall immediately quit and surrender to Landlord the Premises, and Landlord may enter into and repossess the Premises by summary proceedings, detainer, ejectment or otherwise and remove all occupants thereof and, at Landlord's option, any property thereon without being liable to indictment, prosecution or damages therefor. No such expiration or termination of this Lease shall relieve Tenant of its liability and obligations under this Lease, whether or not the Premises shall be relet;

(iv) Landlord may, at any time after the occurrence of any event of default, re-enter and repossess the Premises and any part thereof and attempt in its own name, as agent for Tenant if this Lease not be terminated or in its own behalf if this Lease be terminated, to relet all or any part of such 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 the term beyond the termination of this Lease; and Landlord shall not be required to accept any tenant offered by Tenant or observe any instruction given by Tenant about such reletting. For the purpose of such reletting, Landlord may make repairs and alterations as necessary in Landlord's judgment to relet the Premises; and the cost of such repairs and alterations 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; and any sums collected by Landlord from any new tenant obtained on account of Tenant shall be credited against the balance of the Rent due hereunder as aforesaid. Landlord shall be entitled to recover from Tenant all damages and losses incurred by Landlord pursuant to the laws of the state of New Jersey and this subparagraph including, but not limited to (a) the loss of all Rent and Additional Rent until the Premises is released and any anticipated loss of future Rent to the end of the Term of this Lease if the Rent and Additional Rent payable by any new tenant is less than the amount which would have been payable by Tenant until the end of the Term; (b) an amount equal to any rental concessions received by Tenant; and
(c) an amount equal to the unamortized cost of the improvements furnished and installed by Landlord under this Lease;

(v) Landlord shall have the right of injunction, in the event of a breach or threatened breach by Tenant of any of the agreements, conditions, covenants or terms hereof, including the actual or threatened failure to vacate the Premises at the end of the Term, to restrain the same and the right to invoke any remedy allowed by law or in equity, whether or not other remedies, indemnity or reimbursements are herein provided. Landlord shall have the right of distraint upon Tenant's goods pursuant to N.J.S.A. 2A:33-1 et seq. upon adequate notice consistent with due process. The right 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;

(vi) In the event Tenant fails to vacate the Premises upon the expiration of this or any extended Term hereunder or upon termination of this Lease, Tenant shall pay to Landlord double the Rent and Additional Rent due and payable for the month in which this Lease expired or terminated and for the two
(2) subsequent months of any holdover by Tenant, and triple the Rent and Additional Rent for any period beyond two months, but such payment shall not preclude Landlord's right to seek eviction of Tenant nor constitute a consent by Landlord to such holdover by Tenant;

(vii) In addition to all remedies provided herein or by law, Tenant shall pay to Landlord reasonable attorneys fees and court costs incurred as a result of such breach;

(viii) Should Tenant fail to pay any sum required hereunder within any applicable grace period or should Tenant fail to perform or commit any other act which would enable Landlord to declare a default, in lieu of the declaration of default, Landlord shall have the option to suspend, without any liability to Tenant, any maintenance, repair or other service which it is required by the terms of this Lease to supply until such time as Tenant has paid to Landlord the delinquent payment or otherwise cured any event which would enable Landlord to declare the Lease in default;

(ix) Landlord may, but shall not be obligated to, without prejudice and in addition to any other rights it may have in law or equity, after giving Tenant written notice of such default and after failure by Tenant within thirty (30) days of the receipt of such notice to correct or to undertake and diligently pursue correction of said default(s) (which notice and/or opportunity to cure shall not be required in case Landlord shall determine that an emergency exists requiring prompt action), cure such default(s) on behalf of Tenant; and Tenant shall reimburse Landlord on demand for all costs incurred by Landlord in that regard plus interest thereon from the date(s) of expenditure at the Rate (as defined in Article 17 hereof) which shall be deemed Additional Rent payable hereunder.

(x) No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute. The failure of Landlord to insist at any time upon the strict performance of any covenant or agreement or to exercise any option, right, power or remedy contained in this Lease shall not be construed as a waiver or a relinquishment thereof for the future. A receipt by Landlord of any Rent, any Additional Rent or any other sum payable hereunder with knowledge of the breach of any covenant or agreement contained in this Lease shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressed in writing and signed by Landlord. In addition to other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the covenants, agreements, conditions or provisions of this Lease, or to decree compelling performance of any of the covenants, agreements, conditions or provisions of this Lease, or to any other remedy allowed to Landlord at law or in equity;

(xi) Tenant hereby waives and surrenders for itself and all those claiming under it, including creditors of all kinds, (i) any right or privilege which it or any of them may have under any present or future constitution, statute or rule of law to redeem the Premises or to have a continuance of this Lease for the Term hereby demised after termination of Tenant's right of occupancy by order or judgment of any court or by any legal process or writ, or under the terms of this Lease or after the termination of the Term of this Lease as herein provided, and (ii) the benefits of any present or future constitution, statute or rule of law which exempts property from liability for debt or for distress for rent.

25. REQUIREMENT OF STRICT PERFORMANCE. The failure or delay on the part of either party 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, nor in any way to affect the validity of this Lease or any part hereof, or the right of the party 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 rent at a time when the rent is in default under this Lease shall not be construed as a waiver of such default. The receipt by Landlord of a lesser amount than the rent due shall not be construed to be other than a payment on account of the rent then due, nor shall any statement on Tenant's check or any letter accompanying Tenant's check be deemed an accord and satisfaction, and Landlord may accept such payment without prejudice to Landlord's right to recover the balance of the rent due or to pursue any other remedies provided in this Lease. No act or thing done by Landlord or Landlord's agents

or employees during the Term of this Lease shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such a surrender shall be valid unless in writing and signed by Landlord.

26. RELOCATION OF TENANT. Landlord, at its sole expense, on at least sixty (60) days prior written notice, may require Tenant to move from the Premises to another unit of comparable size and decor in order to permit Landlord to consolidate the Premises with other adjoining space leased or to be leased to another tenant in or coming into the Building provided, however, that in the event of receipt of any such notice, Tenant by written notice to Landlord within ten (10) days of the giving of Landlord's notice may elect not to move to the other space and in lieu thereof to terminate this Lease. In the event of any such relocation, Landlord will pay all the expenses of preparing and decorating the new premises so that they will be substantially similar to the Premises and the expense of moving Tenant's furniture and equipment to the relocated premises. Occupancy of the new Premises shall be under and pursuant to the terms of this Lease.

27. SUBORDINATION; RIGHTS OF MORTGAGEE. (a) This Lease shall be subject and subordinate at all times to the lien of any mortgages now or hereafter placed upon the Property, Premises or the Building without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Tenant further agrees to execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage and such further instrument or instruments of attornment as shall be desired by any mortgagee or proposed mortgagee or by any other person. Notwithstanding the foregoing, any mortgagee may at any time subordinate its mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such mortgage without regard to their respective dates of execution and delivery and in that event such mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the mortgage.

(b) In the event Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant agrees to give to the holder of any mortgage (collectively the "Mortgagee") now or hereafter placed upon the Premises or the Building and the Land, notice by registered mail of any such default which Tenant shall have served upon Landlord, provided that prior thereto Tenant has been notified in writing (by way of Notice of Assignment of Rents and/or Leases or otherwise) of the name and address of any such Mortgagee. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee; and Tenant further agrees that if Landlord shall fail to cure such default: (i) the Mortgagee shall have an additional thirty (30) days (measured from the later of the date on which the default should have been cured by Landlord or the Mortgagee's receipt of such notice from Tenant) within which to cure such default, provided that if such default be such that the same could not be cured within such thirty (30) day period and the Mortgagee is diligently pursuing the remedies necessary to effectuate the cure (including but not limited to foreclosure proceedings if necessary to effectuate the cure), then the Mortgagee shall have such additional time as may be necessary for effectuating the cure within which to cure such default; and (ii) Tenant shall not exercise any right or remedy as there may be arising because of Landlord's default, including but not limited to termination of this Lease as may be expressly provided for herein or available to Tenant as a matter of law, if the Mortgagee either has cured the default within such thirty (30) day period or, as the case may be, has initiated the cure of same within such thirty (30) day period and is diligently pursuing the cure of same as aforesaid. Mortgage shall not be liable to Tenant for the return of any Security Deposit unless and to the extent actually received by such Mortgagee.

(c) In the event the Mortgagee acquires title to the Property, Premises or the Building by foreclosure, deed in lieu of foreclosure or pursuant to the exercise of any remedy provided in the mortgage held by such Mortgagee such Mortgagee shall not be (i) liable for any debt or omission of Landlord,
(ii) subject to any offset or deficiencies which Tenant might be entitled to assert against Landlord, (iii) bound by any payment of Rent made by Tenant to Landlord for more than one month in advance or (iv) bound by any agreement (other than this Lease) made by Tenant with Landlord without the prior written consent of the Mortgagee.

(d) No rights are to be conferred upon Tenant until this Lease has been signed by Landlord, approved by the Mortgagee if necessary and an executed copy of the Lease has been delivered to Tenant. No acceptance or deposit by Landlord or any payment called for hereunder shall bind Landlord until or unless it executes this Lease and returns a fully executed copy to Tenant. Tenant agrees that it will consent to the modification of any provision of this Lease requested by Landlord's current or future Mortgagees except in no case shall any such modification increase the amount of Rent payable hereunder or the amount of any other charge payable by Tenant pursuant to this Lease, or otherwise materially alter the rights or obligations of Landlord or Tenant under this Lease.

28. BANKRUPTCY AND INSOLVENCY. (a) In addition to the occurrences set forth in Article 24 herein, the following events shall constitute a default under this Lease: (i) Tenant admits in writing its inability to pay its debts as they mature; (ii) Tenant makes an assignment for the benefit of creditors or takes any other similar action for the protection or benefit of creditors; (iii) Tenant gives notice to any governmental body of insolvency or pending insolvency, or suspension or pending

suspension of operations; (iv) Tenant files a voluntary petition in bankruptcy or has an involuntary petition filed against him, her or it; (v) Tenant files any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future bankruptcy statute, regulation or law; (vi) a court of competent jurisdiction enters an order, judgment or decree approving a petition filed against Tenant seeking any relief described in the preceding subparagraph
(v) and such order, judgment or decree shall remain unvacated and unstayed for an aggregate of thirty (30) days from the date of entry thereof; (vii) a trustee, receiver, conservator or liquidator of Tenant or of all or any substantial part of its property or its interest in the Premises is employed or appointed and such receivership remains undissolved for thirty (30) days; or
(viii) this Lease or any estate of Tenant hereunder is levied upon under any writ of attachment or execution, and such writ shall remain unvacated and unstayed for ten (10) days.

(b) Upon the filing of a petition by or against Tenant under the United States Bankruptcy Code, Tenant, as debtor in possession, and any Trustee who may be appointed agree to:

(i) Perform each and every obligation of Tenant under this Lease until such time as this Lease is either rejected or assumed by order of the United States bankruptcy Court;

(ii) Pay Rent in the manner and at the time provided hereunder as reasonable compensation for use and occupancy for the Premises;

(iii) Reject or assume this Lease within sixty (60) days of the filing of such petition under Chapter 7 of the Bankruptcy Code or within one hundred twenty (120) days (or such shorter term as Landlord, in its sole discretion, may deem reasonable so long as notice of such period is given) of the filing of a petition under any other Chapter;

(iv) Give Landlord at least forty-five (45) days prior written notice of any abandonment of the Premises, any such abandonment to be deemed a rejection of this Lease; and

(v) Do all other things of benefit to Landlord otherwise required under the Bankruptcy Code.

Tenant, as debtor in possession, and any such trustee shall be deemed to have rejected this Lease in the event of the failure to comply with any of the above requirements and to have consented to the entry of an order by an appropriate Bankruptcy Court providing all of the above, waiving all rights to notice of the entry of such order.

29. BROKERS. Tenant represents and warrants to Landlord that Tenant has had no dealings, negotiations or consultations with respect to the Premises or this transaction with any broker or finder other than the Broker, if any; and that otherwise no broker or finder called the Premises to Tenant's attention for lease or took any part in any dealings, negotiations or consultations with respect to the Premises or this Lease. Tenant agrees to indemnify and hold harmless Landlord from and against all liability, cost and expense, including attorney's fees and court costs, arising out of any misrepresentation or breach of warranty by Tenant under this Article 29.

30. LANDLORD'S OBLIGATIONS/LIABILITY. Landlord's obligations hereunder shall be binding upon Landlord only for the period of time that Landlord is in ownership of the Building; and, upon termination of that ownership, Tenant, except as to any obligations which have then matured, shall look solely to Landlord's successor in interest in the Building for the satisfaction of each and every obligation of Landlord hereunder. Landlord shall have no liability under any of the terms, conditions or covenants of this Lease and Tenant shall look solely to the equity of Landlord in the Building of which the Premises form a part for the satisfaction of any claim, remedy or cause of action accruing to Tenant as a result of the breach of any action of this Lease by Landlord.

31. LANDLORD'S SIGNS. Landlord shall have the right to display a "for sale" or "for rent" sign on the Premises or the property of which the Premises is a part, as the case may be, but any "for rent" sign shall not be displayed prior to six (6) months in advance of the end of the Term hereof.

32. QUIET ENJOYMENT. Tenant, upon the payment of all Rent and other charges provided for herein and upon the performance of all of the terms of this Lease, shall at all times during the Term hereof peacefully and quietly enjoy the Premises without any disturbance from Landlord or any person claiming through Landlord, subject, however, to the reservation and conditions of this Lease and any mortgage or encumbrance to which this Lease is subordinate.

33. TENANT'S AUTHORITY. Tenant warrants and represents that: (a) if it is a corporation it is in good standing organized and existing under the laws of its state of incorporation and that it is duly qualified to do business in the state in which the premises is located, that all corporate action necessary to authorize the execution of this Lease has been taken by the Board of Directors and that the President, and Secretary, have been authorized to execute and attest respectively this Lease; and (b) if is a partnership it is in good standing organized and existing under the laws of its state of

organization and that it is duly qualified to do business in the state in which the premises is located, that all partnership action necessary to authorize the execution of this Lease has been taken and the person or persons executing this Lease are authorized by the partnership agreement to bind the partnership. Tenant for good and valuable consideration shall indemnify 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 upon, incurred by or asserted against Landlord by reason of the falsity or error of this aforesaid warranty.

34. NOTICES. Wherever in this Lease it shall be required or permitted that notice or demand be given or served by either party to this Lease to or on the other party, such notice or demand shall be deemed to have been duly given or served if in writing and either personally served or forwarded by nationally recognized overnight delivery service or Certified Mail, postage prepaid, to the address set forth in Article 1 (b) or (c), as applicable. Each such mailed notice shall be deemed to have been given to or served upon the party to which addressed two (2) days after the date the same is deposited in the United States Certified Mail, postage prepaid, and properly addressed to the addresses set forth in Articles 1 (b) and (c) of this Lease in the manner above provided, or one day after delivered to a nationally recognized overnight delivery service. Either party hereto may change its address to which said notices shall be delivered or mailed by giving written notice of such change to the other party hereto as herein provided.

LANDLORD: WHITESELL ENTERPRISES        TENANT: AMERICAN BIOMEDICA CORPORATION
          PO BOX 1605                          603 HERON DRIVE, UNIT 3
          DELRAN,NJ 08075-0117                 BRIDGEPORT, NJ, 08014

35. MISCELLANEOUS PROVISIONS.

A. Successors. The respective rights and obligations provided in this Lease shall bind and inure to the benefit of the parties hereto, their legal representatives, heirs, successors and assigns; provided, however, that no rights shall inure to the benefit of any successors of Tenant unless Landlord's written consent for the transfer to such successor has first been obtained as provided in Article 16 hereof.

B. Governing Law. This Lease shall be construed, governed and enforced in accordance with the laws of the state in which the Premises are located.

C. Severability. If any provisions of this Lease shall be held to be invalid, void or unenforceable, the remaining provisions hereof shall in no way be affected or impaired and such remaining provisions shall remain in full force and effect.

D. Captions. Marginal captions, titles or exhibits and riders and the table of contents in this Lease are for convenience and reference only, and are in no way to be construed as defining, limiting or modifying the scope of intent of the various provisions of this Lease.

E. 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 the words of any gender shall mean to include any other gender.

F. Entire Agreement. This Lease, including the Exhibits and any Riders hereto (which are hereby incorporated by this reference, except that in the event of any conflict before the printed portions of this Lease and any Exhibits or Riders, the term of such Exhibits or Riders shall control), supersedes any prior discussions, proposals, negotiations and discussions between the parties and the Lease contains all the agreements, conditions, understandings, representations and warranties made between the parties hereto with respect to the subject matter hereof, and may not be modified orally or in any manner other than by an agreement in writing signed by both parties hereto or their respective successors in interest. Without in any way limiting the generality of the foregoing, this Lease can only be extended pursuant to the due exercise of an option (if any) contained herein or a formal agreement signed by both Landlord and Tenant specifically extending the terms. No negotiations, correspondence by Landlord or offers to extend the terms shall be deemed an extension of the termination date for any period whatsoever.

G. Counterparts. This Lease may be executed in any number of counterparts, each of which shall be deemed to be one and the same instrument.

H. Telefax Signatures. The parties acknowledge and agree that notwithstanding any law or presumption to the contrary a telefaxed signature of either party whether upon this Lease or any related document shall be deemed valid and binding and admissible by either party against the other as if same were an original ink signature.

36. WAIVER OF TRAIL BY JURY. LANDLORD AND TENANT WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THE SUBJECT MATTER OF THIS LEASE. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY TENANT AND TENANT ACKNOWLEDGES THAT NEITHER LANDLORD NOR ANY PERSON ACTING ON BEHALF OF LANDLORD HAS MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. TENANT FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS LEASE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. TENANT FURTHER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION AND AS EVIDENCE OF SAME HAS EXECUTED THIS LEASE.

IN WITNESS WHEREOF, the parties hereto have duly executed this Lease and have initialed the Exhibits and any Riders hereto as of the day and year first above written.

WITNESS OR ATTEST:                       LANDLORD: WHITESELL ENTERPRISES

                                         By:
----------------------------                -----------------------------------
                                                  THOMAS R. WHITESELL

                                         TENANT: AMERICAN BIOMEDICA CORPORATION

                                         By: /s/ Douglas Casterlin
----------------------------                -----------------------------------
                                                 DOUGLAS CASTERLIN
                                                 V.P. & General Manager
                                                 American Biomedica Corporation