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                                  DATED AS OF

 
                                SEPTEMBER 1, 1995

 
                                     BETWEEN
 
                    FINANCING FOR SCIENCE INTERNATIONAL, INC.
                                     (LESSOR)

 
                                       AND

 
                          ADVANCED POLYMER SYSTEMS, INC.
                                     (LESSEE)
                                         2
                                TABLE OF CONTENTS

   
    SECTION                                                        PAGE
    -------                                                        ----
                                                                               
                   
       1.    Agreement for Lease of Equipment  ....................  1
       2.    Delivery and Acceptance of Equipment  ................  1
       3.    Disclaimer of Warranties  ............................  2
       4.    Primary Term  ........................................  2
       5.    Rent  ................................................  2
       6.    Lessee's Representations and Warranties ..............  3
       7.    Identification Marks  ................................  4
       8.    Fees and Taxes  ......................................  5
       9.    General Indemnity ....................................  5
      10.    Use of Equipment; Location; Liens ....................  6
      11.    Maintenance and Repairs; Additions to Equipment ......  6
      12.    Loss, Damage or Destruction of Equipment  ............  7
      13.    Reports; Inspections  ................................  8
      14.    Insurance ............................................  8
      15.    Return of Equipment ..................................  9
      16.    Lessor's Ownership; Equipment To Be and
             Remain Personal Property  ............................ 11
      17.    Other Covenants ...................................... 11
      18.    Events of Default .................................... 12
      19.    Assignment and Transfer by Lessor .................... 15
      20.    Recording and Filing; Expenses  ...................... 16
      21.    Option to Renew ...................................... 16
      22.    Quiet Enjoyment ...................................... 16 

 
                                        ii    3 
                                                                               
                   
      23.    Failure or Indulgence Not Waiver;
             Additional Rights of Lessor .......................... 16
      24.    Sublease  ............................................ 17
      25.    Purchase Option ...................................... 17
      26.    Notices .............................................. 18
      27.    Entire Agreement; Severability; Amendment or
             Cancellation of Lease ................................ 18
      28.    Waiver of Jury  ...................................... 18
      29.    Restriction of Limitation Periods
             and Damages .......................................... 18
      30.    Governing Law; Consent to Jurisdiction
             and Service .......................................... 18
      31.    Lessor's Right to Perform for Lessee  ................ 19
      32.    Agreement for Lease Only  ............................ 19
      33.    Binding Effect  ...................................... 19
      34.    General .............................................. 19
      35.    Definitions .......................................... 19 

 

 
 
                                       iii    4
                         MASTER EQUIPMENT LEASE AGREEMENT

 
          MASTER EQUIPMENT LEASE AGREEMENT dated as of September 1, 1995, between
ADVANCED POLYMER SYSTEMS, INC. (hereinafter called "Lessee"), a Delaware corporation
that has its executive office and principal place of business at 3696 Haven Avenue,
 Redwood City,  California 94063 and FINANCING FOR SCIENCE INTERNATIONAL, INC. (hereinafter
called "Lessor"), a Delaware corporation with its principal place of business at
10 Waterside Drive, Farmington, Connecticut 06032-3065.
 
          In consideration of the mutual covenants hereinafter contained, Lessee
and Lessor agree as follows:
 
          1.      Agreement for Lease of Equipment.  Lessor shall lease to Lessee
and Lessee shall lease from Lessor, upon the terms and conditions specified in this
Master Lease and the applicable Rental Schedule, the Equipment as described in the
applicable Rental Schedule including Schedule A of such Rental Schedule and this
Master Lease.  Each Rental Schedule shall incorporate the terms of this Master Lease
and shall constitute a separate lease (the term "this Lease" shall refer collectively
to the applicable Rental Schedule and this Master Lease).  Only the signed copy
of each Rental Schedule and not this Master Lease shall constitute chattel paper
the possession of which can perfect a security interest. In the event of a conflict
between the provisions of this Master Lease and the provisions of any Rental Schedule,
the provisions of the Rental Schedule shall prevail.
 
          2.      Delivery and Acceptance of Equipment. (a) Lessor and Lessee agree
that the vendor of the Equipment to Lessor or, as to any Equipment to be sold by
Lessee to Lessor and leased back, the vendor of the Equipment to Lessee (in either
case, the "Vendor") will be responsible to deliver the Equipment to Lessee at the
location specified in the applicable Rental Schedule.  Such delivery shall be delivery
of the Equipment by Lessor to Lessee under this Lease unless such Equipment is to
be sold by Lessee to Lessor and leased back. Provided that no Event of Default has
occurred, no event which with the passage of time or giving of notice would be an
Event of Default has occurred, and is continuing, and the conditions set forth in
the next following paragraph have been met and the Equipment is not to be sold by
Lessee to Lessor and leased back.  Lessor hereby authorizes Lessee, acting as Lessor's
agent, to accept for Lessor, and in Lessor's name, the Equipment from the Vendor
upon delivery pursuant to the purchase contract for the Equipment.  Such acceptance
shall be acceptance of the Equipment by Lessee under this Lease.  Nevertheless,
if within five business days after Lessee has received delivery of an item of the
Equipment, Lessee has not given Lessor written notice of a defect therein and Lessor
has not notified Lessee not to accept the Equipment,  Lessee shall be deemed to
have (a) acknowledged receipt of such item of the Equipment in good condition and
repair and (b) accepted such item of the Equipment under this Lease.  Lessee agrees
to confirm any acceptance of the Equipment by Lessee by executing a Certificate
of Inspection and Acceptance and providing the same to Lessor in accordance with
the notice provision hereof on or about the Lease Commencement Date, but no later
than the date for payment to the Vendor.
 
          (b)     Conditions precedent to every progress payment and Lease Term
Commencement shall include that (i) no payment shall be past due to Lessor or any
assign of Lessor from Lessee or any Guarantor (as hereinafter defined), whether
as a lessee, a guarantor or in some other capacity; (ii) Lessee shall be in compliance
with the provisions of this Lease; (iii) all documentation then required by Lessor's
counsel shall have been received by Lessor; (iv) Lessee shall not be in default
under any material contract to which Lessee is a party or by which Lessee or the
property of Lessee is bound; and (v) there shall not have been any material adverse
change or threatened material adverse change in the financial or other condition,
business, operations, properties, assets or prospects of Lessee, any Guarantor or
any Manufacturer (as hereinafter defined) since May 31, 1995, or from the written
information that has been supplied to Lessor prior to August 31, 1995 by Lessee,
any Guarantor or any Manufacturer.

 
                                        1    5
          3.      Disclaimer of Warranties.  LESSEE ACKNOWLEDGES THAT IT HAS SELECTED
BOTH THE EQUIPMENT AND EVERY MANUFACTURER AND OTHER VENDOR OF THE EQUIPMENT, THAT
LESSEE HAS NOT RELIED UPON LESSOR FOR SUCH SELECTION AND THAT LESSEE HAS A COPY
OF THE PURCHASE CONTRACT(S) FOR LESSOR'S PURCHASE OF THE EQUIPMENT.  LESSOR HAS
NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS
OR IMPLIED, AS TO THE MERCHANTABILITY FITNESS FOR USE, FITNESS FOR A PARTICULAR
PURPOSE OR TITLE OF THE EQUIPMENT (OR ANY PART THEREOF) OR AS TO COMPLIANCE WITH
SPECIFICATIONS, COMPLIANCE WITH GOVERNMENTAL REGULATIONS, QUALITY, SELECTION, INSTALLATION,
SUITABILITY, PERFORMANCE, CONDITION, DESIGN, ABSENCE OF DEFECTS, OPERATION, OR NON-INFRINGEMENT
OF PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS OF THE EQUIPMENT
(OR ANY PART THEREOF). LESSEE SHALL LEASE THE EQUIPMENT "AS IS, WHERE IS".  LESSOR
HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED.
 LESSEE AND LESSOR AGREE THAT ALL RISKS INCIDENT TO THE MATTERS REFERRED TO IN THIS
SECTION ARE TO BE BORNE BY LESSEE. Lessor has and shall have no responsibility for
the installation, adjustment or servicing of the Equipment.  The provisions of this
Section have been negotiated and are intended to be a complete exclusion and negation
of any representations or warranties by Lessor, express or implied, with respect
to the Equipment that may arise pursuant to any law now or hereafter in effect,
or otherwise.  In no event shall defect in, or unfitness of, any or all of the Equipment,
or any breach of warranty or representation by any or every Manufacturer or other
Vendor relieve Lessee of the obligation to pay rent or to make any other payments
required hereunder or to perform any other obligation hereunder.  Without limiting
the generality of the foregoing, Lessor shall not be responsible or liable for any
(i) defect, either latent or patent, in any of the Equipment or for any direct or
consequential damages therefrom, (ii) loss of use of any of the Equipment or for
any loss of profits or any interruption in Lessee's business occasioned by Lessee's
inability to use any or all of the Equipment for any reason whatsoever, or (iii)
in the event that any Vendor delays or fails to make delivery of any or all of the
Equipment or fails to fulfill or comply with any purchase contract or order.  For
as long as no Event of Default shall have occurred hereunder, Lessor hereby transfers
and assigns to Lessee during the Lease Term (as hereinafter defined) all right and
interest of Lessor in any Manufacturer's and other Vendor's warranties with respect
to any and all of the Equipment, and agrees to execute all documents reasonably
necessary to effect such transfer and assignment, except that to the extent any
rights of Lessor with respect to the Equipment may not be assigned or otherwise
be available to Lessee, Lessor shall instead use reasonable efforts to enforce such
rights against such Manufacturers or other Vendors but only upon the request and
at the expense of Lessee.
 
          4.      Primary Term.  The Primary Term for each item of the Equipment
shall commence on the Lease Commencement Date provided for by the Rental Schedule
for such Equipment, and unless sooner terminated pursuant to the provisions of this
Lease, shall be for the number of calendar months set forth in such Rental Schedule,
plus the number of days remaining in any partial calendar month if the Lease Commencement
Date occurs on other than the first day of a month.  Notwithstanding the foregoing,
the provisions of this Master Lease on indemnification of Lessor by Lessee shall
apply between Lessor and Lessee with respect to any Equipment from the time that
any order for the Equipment is placed by Lessor.
 
          5.      Rent. (a) Lessee shall pay to Lessor in cash or by check as rent
for the Equipment during the Lease Term, the amounts provided for in the Rental
Schedule ("Basic Rent") for such Equipment on the dates designated therein ("Payment
Dates"), at the location of Lessor set forth therein, or at such other address or
to such other person or entity as Lessor, from time to time, may designate.
 
          (b)     Lessee shall also pay to Lessor, upon notice by Lessor to Lessee
that payment is due, any sums other than for Basic Rent that Lessee at any time
shall be required to pay Lessor pursuant to the provisions of this Lease, including
but not limited to sums payable by reason of payments by Lessor to any Vendors in
advance of the delivery of such Equipment or the commencement of the Lease Term
for such Equipment, together with every additional charge, interest and cost which
may be added for non-payment or late payment of any such sums or of Basic Rent.
 All such sums shall be additional

 
                                        2    6 rent ("Additional Rent") and Lessor
shall provide Lessee with notification as to the amount of any Additional Rent.
 If Lessee shall fail to pay any Additional Rent, Lessor shall have all rights,
powers and remedies with respect thereto as are provided herein or by law in the
case of non-payment of Basic Rent.
 
          (c)     With respect to any amount of Basic Rent or Additional Rent not
received by Lessor within three days from when due hereunder, Lessee shall pay to
Lessor interest on such amount from the due date thereof until payment is received
by Lessor at two percent per month or the highest rate of interest on amounts past
due that is not unlawful, whichever is lower (the "Default Interest Rate").  Additionally,
with respect to each such instance of late payment, Lessee shall pay to Lessor,
within three days of notification that such payment is due, a collection fee of
S500, which fee approximates Lessor's administrative costs, at minimum, to collect
such unpaid Basic Rent or Additional Rent.
 
          (d)     LESSEE AGREES THAT TIME IS OF THE ESSENCE TO LESSOR IN LESSEE'S
MAKING PAYMENTS OF BASIC RENT AND ADDITIONAL RENT WHEN SUCH PAYMENTS BECOME DUE.
 
          (e)     This Lease is a net-net-net lease and, notwithstanding any other
provisions of this Lease, it is intended that Basic Rent and Additional Rent shall
be paid without notice, demand, counterclaim, setoff, deduction or defense and without
abatement, suspension, deferment, diminution or reduction. Lessee shall perform
all its obligations under this Lease at its sole cost and expense.  Except to the
extent otherwise expressly specified herein, the obligations and liabilities of
Lessee hereunder shall in no way be released, discharged or otherwise affected for
any reason, including, without limitation: (i) any defect in the condition, quality
or fitness for use of the Equipment or any part thereof; (ii) any damage to, removal,
abandonment, salvage, loss, scrapping or destruction of or any requisition or taking
of the Equipment or any part thereof; (iii) any restriction, prevention or curtailment
of or interference with any use of the Equipment or any part thereof; (iv) any defect
in title or rights to the Equipment or any lien on such title or rights or on the
Equipment; (v) any change, waiver, extension, indulgence or other action or omission
in respect of any obligation or liability of Lessor; (vi) any bankruptcy, insolvency,
reorganization, composition, adjustment, dissolution, liquidation or other like
proceedings relating to Lessee or any action taken with respect to this Lease by
any trustee or receiver of Lessee or by any court, in any such proceeding; (vii)
any claim that Lessee has or might have against any Person (as hereinafter defined),
including without limitation Lessor (viii) any failure on the part of Lessor to
perform or comply with any of the terms hereof or of any other agreement; (ix) any
invalidity, unenforceability or disaffirmance of this Lease or any provision hereof
against or by Lessee; or (x) any other occurrence whatsoever, whether similar or
dissimilar to the foregoing, whether or not Lessee or Lessor shall have notice or
knowledge of any of the foregoing.  To the extent permitted by law, Lessee waives
all rights now or hereafter conferred by statute or otherwise to quit, terminate,
cancel, rescind or surrender this Lease, or to any diminution or reduction of Basic
Rent or Additional Rent payable by Lessee hereunder.
 
          6.      Lessee's Representations and Warranties.  Lessee represents and
warrants (and if requested by Lessor, promptly will provide supporting documents
to the effect and an opinion of counsel substantially in the form requested by Lessor)
that as of the date that Lessee signs this Master Lease, as of any date that Lessor
makes a payment to a Vendor prior to the date all Equipment has been accepted for
lease hereunder, as of each date that any Equipment is accepted for lease hereunder
and as of each Lease Commencement Date pursuant to a Rental Schedule hereunder:
(i) Lessee is duly organized,  validly existing and in good standing under the laws
of the jurisdiction of its organization, and is qualified and in good standing to
do business wherever necessary to carry on its present business and operations,
including the jurisdictions where the Equipment is or will be located; (ii) Lessee
has the power to enter into this Lease and the other instruments and documents executed
by Lessee in connection herewith (together with this Lease, the "Transactional Documents")
and to pay and perform its obligations under this Lease and the other Transactional
Documents; (iii) this Lease and the other Transactional Documents have been duly
authorized, executed and delivered by Lessee, and constitute the valid, legal and
binding obligations of Lessee enforceable in accordance with their terms; (iv) no
vote or consent of, or notice to, the holders of any class of stock of Lessee is
required, or if required, such vote

 
                                        3    7 or consent has been obtained or given,
to authorize the execution, delivery and performance of this Lease and the other
Transactional Documents by Lessee; (v) neither the execution and delivery by Lessee
of this Lease or the other Transactional Documents, nor the consummation by Lessee
of the transactions contemplated hereby or thereby, nor compliance by Lessee with
the provisions hereof or thereof, conflicts with or results in a breach of any of
the provisions of any Certificate of Incorporation or By-laws or partnership or
trust agreement or certificate of Lessee, or of any applicable law, judgment, order,
writ, injunction, decree, award, rule or regulation of any court, administrative
agency or other governmental authority, or of any indenture, mortgage, deed of trust,
other agreement or instrument of any nature to which Lessee is a party or by which
it or its property is bound or affected or pursuant to which it is constituted,
or constitutes a default under any thereof or will result in the creation of any
lien, charge, security interest or other encumbrance upon any of the Equipment,
other than the interests therein of Lessor or any Assignee (as hereinafter defined),
or upon any other right or property of Lessee or will in any manner adversely affect
Lessor's or any Assignee's right, title and interest in any of the Equipment; (vi)
no consent, approval, withholding of objection or other authorization of or by any
court, administrative agency, other governmental authority or any other Person is
required, except such consents, approvals or other authorizations which have been
duly obtained and are in full force and effect and copies of which have been furnished
Lessor, in connection with the execution, delivery or performance by Lessee, or
the consummation by Lessee, of the transactions contemplated by this Lease and the
other Transactional Documents; (vii) there are no actions, suits or proceedings
pending, or, to the knowledge of Lessee, threatened, in any court or before any
administrative agency or other governmental authority against or affecting Lessee,
which, if adversely decided would or could, individually or in the aggregate, materially
and adversely affect the financial or other condition, business, operations, properties,
assets or prospects of Lessee or the ability of Lessee to perform any of its obligations
under this Lease or under the other Transactional Documents, except for any such
actions, suits or proceedings that Lessee has described in writing to Lessor; (viii)
no Event of Default or event or condition which upon the passage of time, the giving
of notice, or both, would constitute an Event of Default, exists or is continuing;
(ix) there has been no material adverse change or threatened change in Lessee's,
any Guarantor's or any Manufacturer's financial or other condition, business, operations,
properties, assets or prospects since the date of Lessee's, such Guarantor's or
Manufacturer's most recent financial statements reported on by an independent public
accounting firm prior to the date of this Master Lease, since the dates of each
such Person's interim and annual financial statements, if any, subsequent to such
prior statements, or from the written information that has been supplied to Lessor
by Lessee, any Guarantor or such Manufacturer; (x) Lessee possesses any and all
authorizations, certifications and licenses which are or may be required to use
and operate the Equipment; (xi) the actual Acquisition Cost pursuant to the applicable
Rental Schedule of each item of the Equipment does not exceed the fair and usual
price for like quantity purchases of such item and reflects all discounts, rebates
and allowances for the Equipment given to Lessee, any Guarantor or any affiliate
of Lessee or any Guarantor by any Vendor or other Person including, without limitation,
discounts for advertising, prompt payment, testing or other services; (xii) all
information supplied to Lessor by Lessee or any Guarantor is correct and does not
omit any statement necessary to make the information supplied not misleading; and
(xiii) the financial statements of Lessee and any Guarantor have been prepared in
accordance with generally accepted accounting principles consistently applied and
accurately and completely present the financial condition and the results of operations
of Lessee and such Guarantors at the dates of and for the periods covered by such
statements.
 
          7.      Identification Marks.  To the extent requested by Lessor or if
required by applicable law, Lessee shall affix to the Equipment at Lessee's expense
signs, labels, or other forms of notice to disclose Lessor's ownership of, and the
interest of any Assignee in, the Equipment.  Lessee shall keep and maintain such
signs, labels or other forms of notice affixed to the Equipment throughout the Lease
Term.  Lessor may furnish such signs, labels or other forms of notice to Lessee.
 Except as otherwise directed by Lessor, Lessee shall not allow the name of any
person other than Lessor to be placed on any part of the Equipment as a designation
that might reasonably be interpreted as a claim of ownership.
 
          8.      Fees and Taxes.  Lessee agrees to pay promptly when due, and to
indemnify and hold Lessor harmless from, all license, title, registration and recording
fees whatsoever, all taxes including, without limitation, sales, use, franchise,
personal property, excise, import, export and stamp taxes and
 
                                        4    8 customs duties, and all charges together
with any penalties, fines or interest thereon which are assessed, levied or imposed
by any governmental or taxing authority against Lessor with respect to any or all
of the Equipment or the purchase, acquisition, ownership, construction, installation,
shipment, delivery, lease, possession, use, maintenance, condition, operation, control,
return or other disposition thereof or the rents, receipts or earnings arising therefrom
which accrue or are payable with respect to the Equipment or this Lease or which
are assessed, are based on a valuation date, or are due during or with respect to
the Lease Term or any subsequent period until the Equipment has been returned to
Lessor pursuant to the provisions of this Lease or until the Equipment has been
purchased by Lessee pursuant to any purchase option provisions of this Lease, excluding,
however, any taxes solely measured by Lessor's net income from the general operation
of Lessor's business.  In the event any fees, taxes or charges payable by Lessee
pursuant to the next preceding sentence are paid by Lessor, or if Lessor is required
to collect or pay any thereof, Lessee shall reimburse Lessor therefore (plus any
penalties, fines or interest thereon) promptly upon demand.  Unless and until Lessor
notifies Lessee in writing to the contrary, Lessee shall file and pay any personal
property taxes levied or assessed on the Equipment directly to the levying authority.
 Upon Lessor's written request, Lessee shall submit to Lessor satisfactory evidence
of payment by Lessee of any or all amounts for which Lessee is required to make
payment or to indemnify Lessor hereunder that are paid by Lessee, and of the filing
of any and all reports, returns and other documentation required in connection with
any such payment.  In the event Lessor elects to pay the personal property taxes
directly to a levying authority, Lessor shall submit to Lessee a copy of its personal
property tax return and its receipt for the full amount of such personal property
taxes so paid by Lessor. All of the obligations of Lessee under this Section shall
continue in full force and effect notwithstanding any expiration, termination, rescission
or cancellation of this Lease.  Lessee acknowledges that Lessor may not be exempt
from the payment of any of the amounts referred to herein, even though Lessee might
have been exempt therefrom if it were the owner or purchaser of the Equipment, and
Lessee agrees that this Section shall apply, and the amounts due from it hereunder
shall be due, whether or not Lessee might itself have otherwise been exempt from
any such payments.  Subject to the foregoing, Lessee shall have the right to contest
in good faith any such taxes levied or imposed by any governmental or taxing authority,
provided that Lessee shall have given Lessor not less than ten days prior notice
of its intention to contest and full particulars of the proposed contest, in the
opinion of Lessor the proposed contest will not adversely effect the interests of
Lessor or any Assignee, and Lessee either shall have paid the taxes or provided
for a bond or other security so that none of the Equipment will be subject to seizure,
confiscation or forfeiture.  For purposes of this Section, the term "Lessor" shall
include each member of Lessor's affiliated group, if any.
 
          9.      General Indemnity. (a) Lessee shall indemnify Lessor and any Assignee
(as hereinafter defined), and their respective agents and servants, against, and
agrees to defend, protect, save and keep them harmless from, any and all liabilities,
obligations, losses, damages, penalties, claims, actions, suits, costs, expenses
and disbursements, including attorneys' fees and expenses and costs for customs,
completion, performance and appeal bonds, of whatsoever kind and nature (including,
without limitation, for negligence, tort liability, damages by reason of strict
or absolute liability, punitive damages, and indirect and consequential damages,
but excluding any such amounts imposed or incurred as a result of Lessor's gross
negligence or willful misconduct), imposed on or incurred by or assessed against
Lessor and/or any Assignee, in any way relating to or arising out of (i) the failure
of Lessee to provide or obtain any certificate, documents, consents, authorizations,
clearances, licenses, permits or instruments required hereunder or under any of
the other Transactional Documents, or (ii) the ordering, construction, installation,
delivery, testing, ownership, lease, possession, use, maintenance, operation, control,
movement, import, export, shipment, condition, or return of the Equipment (including
but not limited to latent and other defects, whether or not discoverable by Lessor
or Lessee, and any claim for patent, trademark, copyright, software or other intellectual
property infringement) until such time as the Equipment shall have been returned
to Lessor pursuant to the provisions of this Lease or until the Equipment shall
have been purchased by Lessee pursuant to any purchase option provisions of this
Lease.
 
          (b)     The obligations of Lessee under this Section shall survive the
payment of all known obligations under and any expiration, termination, rescission
or cancellation of this Lease, and are expressly made for the benefit of and shall
be enforceable by Lessor, its successors and any Assignee.

 
                                        5    9
          10.     Use of Equipment; Location Liens.  (a) During the Lease Term,
 Lessee warrants and agrees that the Equipment shall be used and operated and otherwise
be in compliance with any established operating procedures therefore of any Manufacturer
and all statutes, regulations and orders of any governmental body having power to
regulate the Equipment or its use.  Lessee shall bear and pay all costs of such
compliance.  Lessee shall not permit the Equipment to be used or maintained in any
manner or condition that would violate, or could result in the termination of, the
insurance policies carried by Lessee pursuant to the provisions of this Lease on
insurance, or in any manner or condition or for any purpose for which, in the opinion
of any Manufacturer, the Equipment is not designed or suited.
 
          (b)     Lessee agrees that without Lessor's prior written consent, it
will not remove any of the Equipment from the location specified in the Rental Schedule
for such Equipment or permit any of the Equipment to be used by anyone other than
Lessee, Lessee's employees or a responsible independent contractor engaged by Lessee.
 
          (c)     During the Lease Term and until the Equipment has been returned
to Lessor pursuant to the provisions of this Lease or until the Equipment is purchased
by Lessee pursuant to any purchase option provisions of this Lease, Lessee will
not directly or indirectly create, incur, assume or suffer to exist any mortgage,
security interest, lien or encumbrance on the Equipment or Lessor's or any Assignee's
title thereto or interest therein, except in the name of Lessor and its successor(s)
and any Assignee.  Lessee, at its own expense, will promptly take such action as
may be necessary to keep the Equipment free and clear of, and to duly discharge,
any such mortgage, security interest, lien or encumbrance not excepted above.
 
          (d)     Lessee agrees to procure and maintain in effect all licenses,
certificates, permits and other approvals and consents required by federal, state
and local laws and regulations in connection with Lessee's possession, use, operation
and maintenance of the Equipment.  During the Lease Term, Lessee agrees that 100
percent of the use of the Equipment shall be "qualified business use" as that term
is and shall be from time to time defined by the Internal Revenue Code of 1986,
as amended.
 
          (e)     Lessee shall cooperate fully with Lessor or any Assignee to perfect
and record their respective interests in connection with the Transactional Documents
including, without limitation, the filing of financing statements and will pay such
Persons their reasonable costs related thereto. Lessee authorizes Lessor to file
financing statements that are signed only by Lessor or that are signed for Lessee
by Lessor in any jurisdiction when permitted by law or local authority.  Lessee
hereby grants to Lessor power-of-attorney to act as Lessee's attorney-in-fact to
sign Lessee's name on financing statements as "Debtor".
 
          11.     Maintenance and Repairs; Additions to Equipment. (a) Lessee shall,
for the entire Lease Term, at its sole expense, maintain all of the Equipment in
good, safe and efficient operating repair, appearance and condition, will keep all
components of the Equipment properly calibrated and aligned, will make all required
adjustments, replacements and repairs and will obtain and install any upgrades for
the Equipment that are announced and available for sale by a Manufacturer (collectively,
"maintenance and repairs"). Such maintenance and repairs shall include, but not
be limited to, all recommended or advised by a Manufacturer, all required or advised
by cognizant governmental agencies or regulatory bodies and all commonly performed
by prudent business and/or professional practice.  All maintenance and repairs to
any item of the Equipment shall be made by the Manufacturer or, upon prior written
approval by Lessor, those of substantially equal skill or knowledge in maintaining
and repairing the Equipment.
 
          (b)     Lessee shall not modify the Equipment without the prior written
consent of Lessor.  Any replacements, substitutions, additions, attachments, accessions,
parts, fittings, accessories, modifications, enhancements, maintenance and repairs
and other upgrades to the Equipment whenever made shall be considered accessions
to the Equipment and shall automatically become the property of Lessor.
 
          (c)     All instruction manuals, published statements of capabilities
and technical specifications, service, maintenance and repair records, installation,
qualification, certification and calibration reports, usage logs, and printed material
relating to the Equipment shall be deemed part of the

 
                                        6    10 Equipment.  Computer programs, programming
codes, operating systems, data processing instructions, series of instructions or
statements which are machine readable, and any like symbols or signals usable by
an electronic data processing system (collectively "Software") that has been or
shall be installed or entered in the Equipment shall become a part of the Equipment
except for any Software that is proprietary Software of Lessee and is not a modification,
change, enhancement or improvement to any Software which is identified or listed
in the description of specific items of the Equipment in or attached to a Rental
Schedule. Whenever Lessee acquires Software licenses from other parties, with respect
to the Software such licenses shall automatically and without further action by
Lessee be assigned to Lessor and become through assignment a part of the Equipment
transferable to any future user of the Equipment for use with the Equipment.
 
          12.     Loss, Damage or Destruction of Equipment. (a) Lessee shall bear
all risks of damage to, taking of, or theft, loss or destruction of, any or all
of the Equipment commencing as of the date of this Master Lease and continuing throughout
the Lease Term and until such Equipment has been returned to Lessor or purchased
by Lessee pursuant to any purchase option provisions of this Lease.  Except as otherwise
herein expressly provided, no damage to, taking of or theft, loss or destruction
of any Equipment shall impair any obligation of Lessee to Lessor under this Lease,
including, without limitation, the obligation to pay Basic Rent.
 
          (b)     In the event that any item of Equipment shall become damaged from
any cause whatsoever, Lessee agrees to promptly notify Lessor in writing of such
fact, fully informing Lessor of the details thereof.  If any item of Equipment is
damaged (unless the same, in the opinion of Lessor is irreparably damaged, in which
case the provisions of this Lease with respect to a Casualty Occurrence shall apply),
Lessee shall, at its sole cost and expense, place the same in good repair, condition
and working order or replace the same with "like property" having the same value
and operating capabilities and useful life at least equal to the damaged Equipment
prior to the date of such damage, which property shall thereupon become subject
to this Lease with title thereto in Lessor.  In the event that an item of Equipment
has been damaged, but not irreparably, if no Event of Default has occurred and is
continuing hereunder, upon receipt by Lessor of evidence, satisfactory to Lessor,
that such repair, restoration or replacement has been completed, and an invoice
therefore.  Lessor shall release to Lessee or its supplier the proceeds of any insurance
received by Lessor as a result of such damage for the purpose of reimbursing Lessee
for the costs of repairing, restoring or replacing such item.
 
          (c)     In the event that any item of Equipment shall become lost, stolen,
destroyed or irreparably damaged from any cause whatsoever, or if any item of Equipment
or Lessor's title thereto shall be requisitioned or seized by any governmental authority
(each such occurrence being herein called a "Casualty Occurrence") during the Lease
Term and until it has been returned to Lessor pursuant to the provisions of this
Lease or until the Equipment is purchased by Lessee pursuant to any purchase option
provisions of this Lease, Lessee shall promptly notify Lessor in writing of such
fact, fully informing Lessor of all details of the Casualty Occurrence in question,
and shall pay Lessor in cash the greater of (i) the "Stipulated Loss Value" as set
forth in the Table of Stipulated Loss Values attached to the Rental Schedule pursuant
to which such item of Equipment is leased hereunder, calculated as of the date of
the Casualty Occurrence, or (ii) the Fair Market Value (as hereinafter defined)
of the item of Equipment in question as of the date of the Casualty Occurrence.
This payment shall be made within 30 days following the Casualty Occurrence, together
with the Basic Rent accrued and unpaid with respect to such Equipment as of the
date of the Casualty Occurrence, plus all Additional Rent or amounts owing with
respect to such Equipment on such date of payment.
 
          (d)     Upon the payment of the greater of the Stipulated Loss Value or
Fair Market Value of the Equipment in question in accordance with the terms of this
Section, and the payment of all Basic Rent, Additional Rent and any other sums then
due hereunder, this Lease shall terminate with respect to the Equipment or part
thereof suffering the Casualty Occurrence and all Lessor's rights and title to such
Equipment shall pass to Lessee, "as is" and "where is", without any representation
or warranty by, or recourse to, Lessor, as provided by the provisions of this Master
Lease on disclaimer of warranties and as evidenced by a duly executed bill of sale
naming Lessor as the seller and Lessee as the buyer.

 
                                        7    11
          (e)     Provided that no Event of Default has occurred and no event that
with the passage of time or giving of notice, or both, would be an Event of Default
has occurred and is continuing, any insurance proceeds received as the result of
a Casualty Occurrence with respect to any or all items of the Equipment shall be
applied first in reduction of any other then unpaid obligation of Lessee to Lessor
hereunder and second in reduction of Lessee's obligation to pay the greater of the
Fair Market Value or the Stipulated Loss Value for such item if not already paid
by Lessee to Lessor, or, if already paid by Lessee, to the reimbursement of Lessee
therefore, and the balance of the insurance proceeds, if any, shall be paid to Lessee.
 
          13.     Reports; Inspections.  Lessee will cause to be furnished to Lessor,
if requested, from time-to-time a statement showing the condition and such other
information regarding the Equipment as Lessor may reasonably request.  Lessor and
any Assignee shall have the right, upon reasonable notice to Lessee, to inspect
the Equipment including Lessee's records with respect to the Equipment, to copy
such records, and to inspect and copy Lessee's records with respect to the financial
statements Lessee is required to furnish Lessor or has warranted to Lessor pursuant
to this Lease.  Any inspection by Lessor or any Assignee shall not be deemed to
be approval or acknowledgment by Lessor or such Assignee of the safety, freedom
from defects, performance or compliance with specifications or governmental requirements
of the Equipment or of the conformity of the Equipment or such financial statements
to the requirements or warranties of this Lease, and the disclaimers set forth in
the provisions of this Master Lease on disclaimer of warranties shall apply to any
such inspection.  Lessee shall pay or reimburse Lessor for Lessor's costs and travel
expenses for one such inspection per year, and for Lessor's costs, travel expenses
and salaries and the charges and such expenses of Lessor's advisers for the inspection
following an inspection which encountered a breach of the requirements of this Lease
or the warranties of Lessee pursuant to this Lease.
 
          14.     Insurance.  During the Lease Term and until all Equipment has
been returned to Lessor pursuant to the provisions of this Lease or until the Equipment
is purchased by Lessee pursuant to any purchase option provisions of this Lease,
Lessee shall procure and maintain at its expense with reputable insurers acceptable
to Lessor (i) insurance on all of the Equipment in an amount not less than the greater
of the Equipment's Stipulated Loss Value or Fair Market Value replacement cost insuring
against all risks of loss or damage to the Equipment and against such other risks
as Lessee would, in the prudent management of its properties, maintain with respect
to similar equipment owned by it, and (ii) comprehensive public liability and property
damage insurance, in such amounts as shall be satisfactory to Lessor but for not
less than the greater of $1,000,000 or the amounts customarily maintained by parties
similar to Lessee for similar leased equipment with similar contemplated use, insuring
Lessor and any Assignees, as their interests may appear, against liability for death,
bodily injury, professional malpractice, and property damage arising out of or resulting
from the design, construction, manufacture, ownership, use, operation, lease or
maintenance of, or otherwise in connection with, the Equipment.  On the policies
referred to in clause (i), such insurance shall name Lessor (and any Assignees)
as the sole loss payee so that (and Lessor and Lessee hereby agree that) the insurance
proceeds payable under such policies will be payable and paid solely to Lessor (and
to any Assignees).  On the policies referred to in clause (ii), such insurance will
name Lessor (and any Assignees) as an additional insured as its interests may appear.
 All such policies shall provide that they may not be invalidated against Lessor
(or any Assignees) because of any violation of a condition or a breach of warranty
of the policies or application therefore by Lessee, that they may not be altered
or canceled except after 30 days' prior written notice to Lessor, and that Lessor
and any Assignee have the right but not the obligation to pay the premiums with
respect to coverage required by this Lease in order to continue such insurance in
effect or to obtain like coverage.  Under the policies of insurance required to
be maintained by Lessee pursuant to this Master Lease, Lessee agrees to waive any
right of subrogation and to cause the insurance carrier to waive any right of subrogation
in each instance as such right may exist against Lessor or any Assignee and for
any and all loss or damage to the Equipment.  Lessor is hereby appointed Lessee's
attorney-in-fact to endorse any check or draft which may be payable to Lessee in
order to collect the proceeds of such insurance. Lessee shall deliver to Lessor,
prior to the beginning of the Lease Term with respect to any of the Equipment and
at such other time or times as Lessor may request, a certificate or other evidence
satisfactory to Lessor of the maintenance of such insurance.  Lessor shall be under
no duty to examine such

 
                                        8    12 policies, certificates or other
evidence of insurance or to advise Lessee in the event that its insurance is not
in compliance with this Lease.  In the event of failure on the part of Lessee to
provide such insurance, Lessor may, at its option, but without obligation, provide
such insurance and add the amount of the premiums to the rents due hereunder, and
Lessee shall, upon Lessor's demand, pay the same as Additional Rent.
 
          15.     Return of Equipment. (a) At the end of the Lease Term for any
Equipment, Lessee at its sole expense shall forthwith return possession of such
Equipment without omissions to Lessor by:
 
          (i)     properly preparing, crating and/or assembling such Equipment (in
accordance with the Manufacturer's instructions if such instructions exist) for
shipment by common carrier with all containers and pieces labeled with model, part
and unit numbers and descriptions; and
 
          (ii)    shipping such Equipment by common carrier, with insurance and
freight prepaid, to a place designated by Lessor within a 1,000 mile radius of the
specified location under this Lease for such Equipment.   Lessor shall pay additional
shipping charges incurred because of distances in excess of such 1,000 miles.
 
          The insurance required by clause (ii) above shall provide that in the
event of loss such insurance shall pay Lessor by check directly the greater of (A)
the full replacement value of such Equipment and (B) the "Stipulated Loss Value"
as set forth in the Exhibit to the Rental Schedule calculated as of the Payment
Date next preceding the date of loss.  Lessee acknowledges that "full replacement
value" may exceed Fair Market Value.
 
          (b)     When the Equipment is returned to Lessor it shall be complete.
The condition of the Equipment including Software upon receipt by Lessor shall be
not less than (i) meeting all specifications for such fully upgraded equipment as
published most currently by the respective Equipment vendor(s), Manufacturer(s)
or supplier(s) (collectively referred to, together with their successors and assigns,
if any, as "Vendors"), (ii) in fully operational condition, (iii) capable of being
installed and operated in the normal course by another user, (iv) for each item
of the Equipment for which the Vendor has a program of maintenance and service including
certification for reinstallation and for qualification under the maintenance and
service program certified in writing by the Vendor that the items of the Equipment
are in compliance with the conditions specified in this paragraph, are accepted
by the Vendor for reinstallation and are qualified for the usual and customary service
and maintenance program of the Vendor, (v) legally qualified for future use or operation
of the Equipment by another lessee or purchaser of the Equipment, (vi) free of defects,
visible or concealed, including, but not limited to, damage or malfunction of any
kind, dents, fractures, chips, scratches, stains, defacements, discolorations, rust,
corrosion, electrical shorts, fluid restrictions or blockages, disconnections, breakage
or the like, (vii) safe for routine and usual operation, (viii) in compliance with
any and all pertinent governmental or regulatory rules, laws or guidelines for its
operation or use, (ix) free of Lessee's markings or labelings, and (x) free of any
advertising or insignia not requested by Lessor that was placed on the Equipment
by Lessee.
 
          (c)     Lessor reserves the right to inspect the Equipment within 30 days
of its return to verify compliance with the provisions of this Master Lease on Equipment
maintenance and repairs and additions and on return of Equipment.  Should there
be less than full compliance, Lessor at its option may (i) perform or cause to be
performed through service organizations of its own choosing such maintenance and
repairs, including upgrades, replacements, the obtaining of paid-up Software licenses
and other services, as it deems necessary to effect such compliance, (ii) require
Lessee to perform or cause to be performed such maintenance and repairs, including
upgrades, replacements, the obtaining of paid-up Software licenses and other services,
as Lessor deems necessary to effect such compliance and/or (iii) reasonably estimate
the costs to effect such compliance.  Lessee shall pay to Lessor the costs for performance
of (i) or (ii) above, or the estimated costs under (iii) above, in any such case
including the costs of the inspection(s).  If maintenance and repairs, including
upgrades, replacements, and the obtaining of paid-up Software licenses and other
services, are necessary to place any of the Equipment under any Rental Schedule
in the condition required by this Lease, Lessee shall continue to pay to Lessor
monthly Additional Rent at the last

 
                                        9    13 prevailing rate during the Lease
Term for Basic Rent on the Equipment under such Rental Schedule for the period of
delay until all such required maintenance and repairs can be performed, or for the
period of time reasonably necessary to accomplish such maintenance and repairs.
 For any such period that applies, Lessee shall continue to provide the insurance
required during the Lease Term.  However, Lessor's acceptance of such rent and provision
of insurance during such period shall not constitute a renewal of the Lease Term,
a waiver of Lessor's right to prompt return of such Equipment in the condition required
by this Section, or a waiver of Lessor's right to possession of such Equipment.
 
          (d)     Should the inspection reveal any item(s) of the Equipment to be
missing, Lessee shall be responsible for paying to Lessor promptly the greater of
the Stipulated Loss Value or the Fair Market Value of such item(s) of the Equipment
computed as of the last Payment Date prior to the end of the Lease Term, plus the
amount of any impairment of the Fair Market Value of the remaining item(s) of the
Equipment due to the absence of such missing item(s) of the Equipment.
 
          (e)     In the event that Lessee fails to return any of the Equipment
when required, at the election of Lessor effected by notice to Lessee, the Lease
Term for such Equipment shall be extended on a month-to-month basis on the same
terms as previously in effect, and Lessee shall pay to Lessor monthly in advance
Basic Rent for such Equipment at the last prevailing rate during the unextended
Lease Term, until such Equipment has been returned to Lessor pursuant to the provisions
of this Lease.  Notwithstanding any month-to-month continuance of this Lease, Lessor
may resort to any remedies available to it under this Lease, at law or in equity,
to recover such Equipment at any time following the end of such extended Lease Term.
 
          (f)     Lessor may give notice to Lessee not more than 120 days and not
less than 30 days prior to the end of the Lease Term that Lessee shall delay returning
the Equipment to Lessor and shall keep the Equipment on the premises of Lessee in
working condition after the end of the Lease Term and until requested by Lessor
to return the Equipment or until six months after the end of the Lease Term, whichever
first occurs, at which time Lessee shall forthwith return possession of the Equipment
without omissions to Lessor as provided by the provisions of this Section other
than this paragraph.  After the end of the Lease Term, Lessee shall not use the
Equipment except in the performance of demonstrations requested by Lessor.  During
the period from notice to delay returning the Equipment until requested to return
the Equipment or six months after the end of the Lease Term, Lessee shall maintain
the Equipment in the same condition as required to be maintained during the Lease
Term, shall cooperate with Lessor, shall grant access to Lessee's premises for inspection
of the Equipment by potential purchasers and future lessees of the Equipment and
representatives of Lessor, and shall facilitate demonstrations of the Equipment
by Lessor.  During such period and thereafter until the Equipment is delivered to
a common carrier with the insurance upon such delivery required by this Section,
Lessee shall continue to maintain the insurance required by this Lease during the
Lease Term.  Lessee shall continue to have the risk of loss of the Equipment and
the obligation to indemnify Lessor as provided by this Lease until the return of
the Equipment to Lessor following such period and delivery.
 
          (g)     Not less than 180 days prior to expiration of the Lease Term,
if Lessee has not given notice of the exercise of any purchase option and Lessor
has not given notice of the exercise of any option to require Lessee to purchase
such Equipment, Lessee shall give Lessor notice that Lessee shall be returning the
Equipment forthwith upon the expiration of the Lease Term unless otherwise notified
by Lessor and either (i) that the Equipment is in the condition required by this
Lease upon the return of the Equipment or (ii) specifying the respects in which
the condition of the Equipment is not in compliance with such requirements and the
measures that Lessee shall take to bring the Equipment into compliance.
 
          16.     Lessor's Ownership; Equipment To Be and Remain Personal Property.
(a) Lessee acknowledges and agrees that it does not have, and by execution of this
Lease and/or payments and performance hereunder it shall not have or obtain, any
title to the Equipment, nor any property right or interest, legal or equitable,
therein, except its rights as Lessee hereunder and subject to the terms hereof.
 Lessee shall not have or claim a security interest and shall not seek or obtain
replevin, detinue, specific performance,

 

 
 
                                        10    14 sequestration, claim and delivery,
or like remedies in or for this Lease, any rents under this Lease, any or all of
the Equipment, any items of personal property identified to become items of the
Equipment, or any proceeds of any or all of the foregoing.
 
          (b)     All of the Equipment shall be and remain personal property notwithstanding
the manner in which the Equipment may be attached or affixed to realty.  Upon the
expiration, cancellation or termination of the Lease Term of any or all of the Equipment,
Lessee shall have the obligation, and Lessor shall have the right, to remove, or
cause the removal of, such Equipment from the premises where the same is then located,
for return to Lessor pursuant to the provisions of this Master Lease on return of
Equipment and, if applicable, on Events of Default, whether or not any of the Equipment
is affixed or attached to realty or to any building.  In the exercise of its rights,
Lessor shall not be liable for any damage to the realty or any such building or
other real or personal property occasioned by any removal of the Equipment by Lessee
or Lessor or the agents of Lessee or Lessor.  Lessee further covenants and agrees
that Lessee will, at the request of Lessor, obtain and deliver to Lessor concurrently
with the execution and delivery of each Rental Schedule, a waiver, in recordable
form, from the owner and any landlord, tenant or holder of any lien or encumbrance
on the realty or building(s) on or in which any of the Equipment described in such
Rental Schedule shall be located, under which such owner, landlord, tenant and holder
(i) agree and consent that such Equipment is and shall be personal property, owned
by and removable by Lessor upon the expiration, cancellation or termination of the
Lease Term thereof, and (ii) waive any rights of distraint or similar rights with
respect to such Equipment.
 
          (c)     If Lessee is unable to return, or is prevented from returning,
any of the Equipment to Lessor upon the expiration, cancellation or termination
of the Lease Term as required under the provisions of this Master Lease on return
of Equipment, for any reason whatsoever, including, but not limited to, the assertion
by any third party of any claim against such Equipment, or of any right with respect
thereto, whether or not resulting from the manner in which such Equipment is affixed
or attached to, or installed in, the realty or any building(s) thereon or any other
personal or real property, or from the failure of any owner, landlord or tenant
of said realty (or the building(s) thereon) or the holder of any lien or encumbrance
to execute the waiver in writing of such fact, for all purposes of this Lease such
Equipment shall be deemed to have been the subject of a Casualty Occurrence.  Thereupon,
Lessee shall pay to Lessor the amounts provided for by the provisions of this Master
Lease on loss, damage or destruction of Equipment, with respect to such Equipment,
at the time, in the manner, and with the consequences provided by such provisions.
 
          (d)     Notwithstanding the foregoing provisions of this Section, without
Lessor's prior written consent, Lessee shall not permit any of the Equipment to
be attached or affixed to, imbedded in or incorporated into any building, structure,
real estate or other personal or real property.
 
          17.     Other Covenants. (a) Lessee agrees to furnish, upon Lessor's request,
such financial, business and operational information concerning Lessee and any or
all Guarantors, including copies of its and their tax returns, as Lessor or its
assigns may reasonably request during the Lease Term, Additionally, Lessee shall
furnish to Lessor and its assigns without notice or demand therefore two complete
copies of its and of every Guarantor's (i) quarterly interim financial statements
within 45 days of the close of each of the first three fiscal quarters of every
year, certified by the chief financial officer of, respectively, Lessee or such
Guarantor and (ii) annual financial statements within 90 days of the close of each
fiscal year reported on by independent accountants without material adverse qualification
or comment.  All such financial statements shall be prepared in accordance with
generally accepted accounting principles consistently applied, and shall accurately
and completely present Lessee's and every Guarantor's financial condition and results
of operations at the dates of and for the periods covered by such statements.
 
          (b)     Lessee shall promptly furnish to Lessor copies of (i) filings
that Lessee or any Guarantor makes with the SEC or other government agencies under
the securities laws including but not limited to definitive proxy statements, registration
statements, prospectuses and tender offer filings, and reports on holdings or acquisitions
of securities, relating to proxy

 
                                        11    15 solicitations, and on Form 10-K,
10-Q, 8-K or similar forms, and any amendments to such filings, (ii) press releases
of Lessee or any Guarantor, and (iii) new product (or service) announcements of
Lessee or any Guarantor.
 
          (c)     If Lessee or any Guarantor or a general partner of Lessee or any
Guarantor is a corporation, Lessee shall give Lessor notice of all meetings of the
stockholders of such corporation and copies of all materials that are furnished
to the stockholders for the meetings at the same time that the notice or materials
are sent to the stockholders.  If Lessee or any Guarantor or a general partner of
Lessee or any Guarantor is a partnership, Lessee shall give Lessor notice of all
meetings of such partnership and copies of all materials that are furnished to the
partners for the meetings at the same time that the notice or materials are sent
to the partners.  Lessor shall have the right to have its representative attend
any and all such meetings at the expense, including travel costs, of Lessee.
 
          (d)     There shall be no actual or threatened conflict with, or violation
of any statute, regulation, standard or rule relating to Lessee, its present or
future operations, or the Equipment.
 
          (e)     All information supplied to Lessor or its assigns by Lessee or
any Guarantor shall be correct and shall not omit any statement necessary to make
the information supplied not be misleading.  There shall be no material breach of
the representations and warranties made by Lessee in connection with this Lease
or by any Guarantor in connection with a Guaranty (as hereinafter defined).
 
          (f)     Lessee shall give Lessor notice of any change in the address of
the executive office or principal place of business of Lessee not less than 15 days
prior to the change.
 
          (g)     No change shall occur in the control, and no material change shall
occur in the ownership, of Lessee or any Guarantor, and no Guarantor shall assert
in writing that the obligations of the Guarantor as a Guarantor or in its Guaranty
are not in full force and effect.
 
          (h)     Lessee shall not make any payment or distribution of money, checks,
securities or property to any Person in contravention of the provisions of any Guaranty
or subordination that such Person has made in favor of Lessor or its assigns of
which Lessee shall have notice or knowledge.
 
          18.     Events of Default.  If one or more of the following events (hereinafter
called "Events of Default" or an "Event of Default") shall occur:
 
          (i)     default shall be made in the payment of any Basic Rent or Additional
Rent due under this Master Lease or under any Rental Schedule hereto, and any such
default shall continue for more than 10 days after the due date thereof;
 
          (ii)    any representation or warranty by Lessee or any Guarantor made
in this Master Lease or in any Guaranty or other Transactional Document or certificate
furnished to Lessor in connection with this Lease or pursuant hereto shall at any
time prove to be incorrect in any material respect;
 
          (iii)   Lessee shall make or permit any unauthorized assignment or transfer
of this Master Lease or any Rental Schedule to this Master Lease or of any of Lessee's
rights and obligations hereunder or thereunder, or Lessee shall make or permit any
unauthorized sublease or transfer of any Equipment or the possession of any Equipment;
 
          (iv)    Lessee shall default in the observance and/or performance of any
other covenant, condition or agreement on the part of Lessee to be observed and/or
performed under this Master Lease, under any Rental Schedule hereto, or under any
other Transactional Document, which default is not governed by paragraphs (i), (ii)
or (iii) above, and such default shall continue for 30 days after written notice
from Lessor to Lessee specifying the default and demanding the same to be remedied;

 
                                        12    16
          (v)     Lessee or any Guarantor shall make an assignment for the benefit
of creditors, or cease being in substantially the same line or lines of business
in which it is presently engaged, or generally fail to pay its debts as they become
due, or become insolvent or commence a voluntary case under the federal Bankruptcy
Code as now or hereafter constituted or any other applicable federal or state bankruptcy,
insolvency or similar law, or admit in writing its inability to pay its debts as
they mature, or consent to the appointment of a trustee or receiver, or a trustee
or a receiver shall be appointed for Lessee or any Guarantor or for a substantial
part of Lessee's or any Guarantor's property without such party's consent and such
appointment shall be not dismissed for a period of 60 days; there shall have been
entered a decree or order for relief by a court having jurisdiction in respect of
Lessee or any Guarantor, or approving as properly riled a petition seeking a reorganization,
arrangement, adjustment or composition of or in respect of Lessee or any Guarantor
in an involuntary proceeding or case under any applicable federal or state bankruptcy,
insolvency or other similar law, or appointing a receiver, liquidator, assignee,
custodian, trustee or similar official of Lessee or any Guarantor or of any substantial
part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order unstayed and in effect for a period
of 60 days, or there shall have been filed a petition by or against Lessee or any
Guarantor under any bankruptcy law or other insolvency law and, if petition is filed
against Lessee or such Guarantor, the petition is not withdrawn or dismissed within
60 days after the date of filing; or Lessee or any Guarantor shall cease doing business
as a going concern or shall liquidate or be dissolved;
 
          (vi)    Lessee or any Guarantor shall, without the prior written consent
of Lessor, enter into a merger, consolidation or division, effect a share exchange
of its outstanding stock for the stock of another corporation, make a tender offer
for equity securities of a publicly held entity, or sell or otherwise dispose of
all or a major part of its assets or of assets that produce all or a major part
of its revenues or profits; provided however, that Lessee or any Guarantor, without
violating the provisions of this clause, may consolidate with or merge with a corporation
or other entity organized under the laws of one of the states of the United States
(the surviving entity, a "successor"), or sell (except by means of a sale and leaseback
arrangement) all or substantially all of its business and assets to such a successor,
on the condition that any successor expressly assume in writing all of the obligations
of Lessee pursuant to this Lease or of such Guarantor pursuant to its Guaranty,
and that the net tangible assets and the net worth (determined in accordance with
generally accepted accounting principles) of the successor after the consolidation,
merger or sale shall be at least equal to the net tangible assets and the net worth
of Lessee or such Guarantor, as the case may be, immediately prior to the consolidation,
merger or sale;
 
          (vii)   there shall occur under any other lease, contract or agreement
between Lessee and Lessor, an Event of Default, as defined in such lease, contract
or agreement;
 
          (viii)  any of the Equipment shall be attached, levied upon, encumbered,
pledged, seized or taken under any judicial process (except for any attachment,
levy, encumbrance or pledge caused to be placed on the Equipment by Lessor) and
such proceedings shall not be vacated, or fully stayed, within 30 days thereof;

 
          (ix) at any time there shall occur under (A) any lease between Lessee
and a party other than Lessor as lessor or (B) under any lease wholly or partially
guaranteed by the Lessee, the exercise by the lessor of its possessory remedies
or commencement of legal proceedings by the lessor for default under the lease;
provided that the aggregate future payments remaining to be made or guaranteed by
Lessee exceed $10,000, and that under a lease described in (B) above within ten
days of notice to Lessee of such exercise of remedies and demand for payment by
Lessee any such amount guaranteed by Lessee remains unpaid; or
 
          (x)     any obligation of Lessee or any Guarantor for the payment of borrowed
money or the acquisition of assets by purchase, conditional sale or other arrangement
is not paid or refinanced at maturity, whether by acceleration or otherwise, or
is declared due and payable prior to the stated maturity thereof by reason of default
or other violation of the terms of any promissory note or agreement evidencing or
governing such obligation, and Lessor has given Lessee an opportunity to either
cure the purported Event of Default or supply information satisfactory to Lessor
that it does not, in fact, exist;

 
                                        13    17 this Lease shall be declared in
default immediately and without notice upon the occurrence of an Event of Default
specified in clause (v) above, and in the case of any other Event of Default, upon
Lessor at any time at its option subsequent to such Event of Default giving notice
to Lessee that this Lease is declared in default.  At any time after this Lease
has been declared in default, Lessor may exercise one or more of the following remedies,
to the extent not then prohibited by law, as Lessor in its sole discretion may elect:
 
          (I)     to proceed by appropriate court action or actions at law or in
equity or in bankruptcy to enforce performance by Lessee of the covenants and terms
of this Lease and/or to recover damages for the breach thereof;
 
          (II)    to terminate or cancel this Lease upon written notice to Lessee
whereupon all rights of Lessee to use the Equipment shall immediately terminate,
but Lessee shall not be relieved of any obligations under this Lease;
 
          (III)   whether or not this Lease be so terminated or canceled and without
notice to Lessee, to repossess and/or to render inoperable the Equipment wherever
found, with or without legal process, and for this purpose Lessor and/or its agents
may enter upon any premises of or under the control or jurisdiction of Lessee or
any agent of Lessee without liability for suit, action or other proceeding by Lessee
and remove the Equipment therefrom; Lessee hereby expressly waives any claims for
damages occasioned by such repossession; LESSEE HEREBY EXPRESSLY WAIVES ANY AND
ALL RIGHTS, INCLUDING RIGHTS TO NOTICE OR A JUDICIAL HEARING WITH RESPECT TO REPOSSESSION
OF THE EQUIPMENT AFTER AN EVENT OF DEFAULT;
 
          (IV)    to hold or to use any Equipment returned to Lessor or repossessed
by Lessor for any purpose whatsoever, to sell any Equipment at a private or public,
cash or credit sale, to re-lease any Equipment, in all the foregoing events free
and clear of any rights of Lessee and without any duty to account to Lessee with
respect to such action or inaction;
 
          (V)     whether or not Lessor shall have exercised, or shall hereafter
at any time exercise, any of its other rights with respect to an item of the Equipment,
upon written notice to Lessee, to demand that Lessee pay to Lessor, and Lessee shall
pay to Lessor on the date specified in such notice, as liquidated damages for loss
of a bargain and not as a penalty (in lieu of the Basic Rent for such Equipment
that prior to the Event of Default was to have been paid on Payment Dates subsequent
to the date specified in such notice), the sum equal to the excess, if any, of 125%
of the Stipulated Loss Value for such item of Equipment computed as of the latest
Payment Date when all Basic Rent and Additional Rent then due and payable has been
fully paid over whichever of the following three amounts Lessor, in its sole discretion,
shall designate in such notice:
 
          (A)     the present value of the fair market rental value (determined
as hereafter provided in this Section) of such item of the Equipment for the remainder
of the Lease Term as of the date specified in such notice, the present value to
be computed on the basis of a seven percent per annum rate of discount from the
respective dates upon which such rent would be paid,
 
          (B)     the fair market sales value (determined as hereafter provided
in this Section) of such item of Equipment as of the date specified in such notice,
or
 
          (C)     if Lessor shall have sold or re-leased any item of Equipment pursuant
to clause (IV) above, the net proceeds of such sale or re-lease,
 
          plus interest at the Default Interest Rate (a) on such sum from the date
so specified by Lessor until paid and (b) on whichever of such three amounts is
so designated by Lessor from such date until whichever one of the following shall
be applicable to the designated amount: the time when the fair market rental or
sales value shall have been so determined or the time when the Equipment shall have
been sold or re-leased; and

 
                                        14    18
          (VI)    to forthwith recover from Lessee, and Lessee shall be fully liable
for, all Basic Rent that shall accrue until the date that the Equipment is returned
to or repossessed by Lessor and any Additional Rent including collection fees, whenever
accrued, and interest at the Default Interest Rate.
 
          In addition to the foregoing, Lessor may also recover from Lessee all
costs and expenses arising out of Lessee's default, including, without limitation,
expenses of repossession of the Equipment and the storage, inspection, repair, reconditioning,
sale and re-leasing thereof, and reasonable attorneys' fees incurred by Lessor in
exercising any of its rights or remedies hereunder.  For the purposes of this Section
only, "fair market rental value" and "fair market sales value" shall be determined
by an appraisal of an independent appraiser chosen by Lessor, and the cost of any
such appraisal shall be borne by Lessee.  No remedy referred to in this Section
is intended to be exclusive, but each shall be cumulative and in addition to any
other remedy referred to above or otherwise available to Lessor at law or in equity
or in bankruptcy.  Lessor shall have no duty to pay Lessee any surplus from sale
or lease of the Equipment, or in the fair market rental or sales value of the Equipment,
above all amounts payable by Lessee to Lessor.  The exercise by Lessor of any one
or more remedies shall not be deemed to preclude the simultaneous or later exercise
by Lessor of any or all such previously exercised remedies and any and all other
remedies.
 
          19.     Assignment and Transfer by Lessor. (a) Lessor may at any time
and from time to time assign to one or more security assignees (all herein called
the "Secured Party" and also called an "Assignee") for the purpose of securing a
loan to Lessor or for any other purpose, and at its sole discretion, may also sell
or transfer to one or more Persons (herein called the "Transferee" and also called
an "Assignee"), in any case subject to the rights of Lessee under this Lease but
without notice to or consent of Lessee, this Lease, any other Transactional Documents,
any or all of the Equipment, and all sums at any time due and to become due or at
any time owing or payable by Lessee to Lessor under this Lease or pursuant to any
or all of the Transaction Documents.  The Secured Party shall not be obligated to
perform any duty, covenant or condition required to be performed by Lessor under
this Lease or any other Transactional Documents.
 
          (b)     Lessee agrees that notwithstanding any assignment to a Secured
Party, each and every covenant, agreement, representation and warranty of Lessor
under this Lease shall be and remain the sole liability of Lessor and of every successor
in interest of Lessor (excluding any Secured Party) or, in the case of assignment
to a Transferee, shall become and remain the sole liability of the Transferee if
so agreed to by the Transferee and if not so agreed to shall be and remain the sole
liability of Lessor.  Lessee further agrees and acknowledges that any assignment,
sale or transfer by Lessor could not and shall not materially change any duty or
obligation of Lessee or materially increase any burden or risk of Lessee.
 
          (c)     Lessee further acknowledges and agrees that from and after the
receipt by Lessee of written notice of an assignment from Lessor, Lessee shall comply
with the directions or demands given in writing by the Secured Party or (to the
extent not inconsistent with the directions or demands of the Secured Party) by
the Transferee, and the Secured Party or Transferee shall have the right to exercise
(either in its own name or in the name of Lessor) all rights, privileges, and remedies
of Lessor provided for herein.  Lessee agrees that any obligation to a Secured Party
as a result of the assignment of this Lease to a Secured Party as aforesaid shall
not be reduced or minimized by reason of any claim, defense, counterclaim, set-off,
abatement, reduction or recoupment or other right that Lessee might otherwise have
been able to assert against Lessor, any prior Assignee or any Transferee.  After
any assignment to a Secured Party and unless and until Lessee is otherwise notified
by the Secured Party, this Lease may not be amended or modified, and no consent
or waiver hereunder shall be effective, without the prior written consent of the
Secured Party. Lessee agrees to execute and Lessor or any Transferee or Secured
Party may record any instruments and documents relating to such assignment, mortgage
or security interest desired by Lessor or any Transferee or Secured Party. Lessee
shall promptly provide any such instruments and documents that are requested by
Lessor or any Assignee including certificates indicating any claim, defense, counterclaim,
set-off, abatement, reduction, recoupment or other right that Lessee may have against
Lessor or any Assignee, the date to which Basic Rent has been paid under each Rental
Schedule hereunder and that this Lease is in effect without default or amendment,
or the extent of such default or amendment, as the case may be.

 
                                        15    19
          20.     Recording and Filing; Expenses.  Lessee will, upon demand of Lessor,
at Lessee's cost and expense, do and perform any other act and will execute, acknowledge,
deliver, file, register, record and deposit (and will re-file, re-register, re-record
or re-deposit whenever required) any and all instruments required by law or requested
by Lessor (or any Assignee) including, without limitation, financing statements
under the Uniform Commercial Code (which, notwithstanding the intent of Lessor and
Lessee that this is a true lease, Lessor shall have the right to file wherever and
whenever Lessor requires), for the purpose of providing proper protection to the
satisfaction of Lessor (and/or any Assignee) of Lessor's title to any Equipment
(and/or of any Assignee's security interest in the Equipment) or for the purpose
of carrying out the intention of this Lease.  Lessee will also pay, or will upon
demand reimburse Lessor for, all reasonable costs and expenses incurred by Lessor
in connection with this Lease, any other Transactional Documents, and any related
transactions, closings, assignments, sales and transfers to any Secured Party or
Transferee, enforcement of Lessor's rights under this Lease and the other Transactional
Documents, filings, the documentation of this and any related transactions, and
fees and costs of attorneys for Lessor in connection therewith.  Such expenses shall
not exceed one half (1/2) of 1% of Acquisition Cost nor will Lessor get Lessee's
consent for any expenses that exceed the same amount.
 
          21.     Automatic Lease Term Renewal.  In the event that at the expiration
of the Primary Term Lessee does not exercise the purchase option set forth in this
Master Lease with respect to the Equipment subject to a Rental Schedule, the Lease
Term shall automatically be renewed for all of the Equipment subject to such Rental
Schedule for an additional term of twelve (12) months (the "Renewal Term") at a
monthly Basic Rent equal to one and eight/1000 percent (1.8%) of the Acquisition
Cost of such Equipment, plus any applicable sales and other taxes, that shall be
paid monthly in advance.
 
          22.     Quiet Enjoyment.  So long as no Event of Default has occurred
and is continuing hereunder, Lessee shall have peaceful and quiet use and enjoyment
of the Equipment during the Lease Term as against acts of Lessor or anyone claiming
solely by, through or under Lessor including any Secured Party or Transferee.
 
          23.     Failure or Indulgence not Waiver; Additional Rights of Lessor,
(a) No failure to exercise, and no delay in exercising, any right, power or  remedy
hereunder on the part of Lessor shall operate as a waiver thereof, nor  shall any
single or partial exercise of any right, power or remedy preclude  any other or
further exercise thereof or the exercise of any other right,  power or remedy. 
Any waiver, to be effective, must be in writing.  A waiver  of any covenant, term
or condition contained herein shall not be construed as  a waiver of any subsequent
breach of the same covenant, term or condition.   Receipt by Lessor of any Basic
Rent or Additional Rent with knowledge of the  breach of any provision hereof shall
not constitute a waiver of such breach.
 
          (b)     Lessor shall be entitled to injunctive relief in case of the violation
or attempted or threatened violation of any of the provisions hereof, to a decree
compelling performance of any of the provisions hereof, and to any other remedy
allowed in law or in equity.
 
          24.     Sublease.  Lessee shall not sublease the Equipment, relinquish
possession of the Equipment, or assign, pledge or hypothecate this Lease or any
of Lessee's rights or obligations hereunder, in whole or in part, without the prior
written consent of Lessor.  Nevertheless, any such sublease and the rents, profits
and proceeds therefrom shall be the property of Lessor and, unless Lessor has consented
to such sublease.  Lessor within 30 days after receiving notice thereof in accordance
with the provisions of this Master Lease on notices shall have the right to declare
the sublease void from its purported commencement, to terminate the sublease or
to accept the sublease.  Any such attempted relinquishment of possession, assignment,
pledge or hypothecation by Lessee without such consent shall be null and void.
 
          25.     Purchase Option. (a) If (i) no Event of Default, and no event
which with the giving of notice or lapse of time, or both, would constitute an Event
of Default, has occurred and then remains unremedied to Lessor's satisfaction, and
(ii) this Lease shall not have been earlier terminated. Lessee shall be entitled,
at its option, upon written notice to Lessor, as hereinafter provided, to purchase
all, but not less than all, items

 
                                        16    20 of the Equipment then subject to
a Rental Schedule, at the expiration of the Primary Term for such items of the Equipment
or, as the case may be, at the expiration of any Renewal Tenn for such items of
the Equipment, for an amount, with respect to each such item of the Equipment, payable
in immediately available funds, equal to the Fair Market Value thereof as determined
by an Appraisal, plus any applicable sales, excise or other taxes imposed as a result
of such sale (other than net income taxes attributable to such sale).  Lessor's
sale of any item of the Equipment shall be on an "as-is", "where-is" basis, without
any representation or warranty by or recourse to Lessor, as provided by the provisions
of this Master Lease on disclaimer of warranties, and shall be subject to such additional
terms and conditions as may be specified in the Rental Schedule.  If Lessee intends
to exercise said purchase option, Lessee shall give written notice to Lessor to
such effect at least 180 days prior to the earliest expiration of the Primary Term
of the item(s) of the Equipment subject to the particular Rental Schedule with respect
to which Lessee intends to exercise its purchase option, or, if a Renewal Term is
then in effect, at least 180 days prior to the earliest expiration of the then current
Renewal Term of the item(s) of the Equipment subject to the particular Rental Schedule
with respect to which Lessee intends to exercise its purchase option.  If Lessee
fails to give such written notice to Lessor as aforesaid, it shall be conclusively
presumed that Lessee has elected not to exercise such purchase option.  If Lessee
gives such written notice, Lessee shall be obligated to buy, and Lessor shall be
obligated to sell, such Equipment on the terms herein provided.
 
          (b)     If Lessee has elected to exercise its purchase option, as provided
in this Section, as soon as practicable following Lessor's receipt of the written
notice from Lessee of Lessee's intent to exercise such option, Lessor and Lessee
shall consult for the purpose of determining the Fair Market Value of each such
item of the Equipment as of the end of the Primary Term thereof, or, if this Lease
has been renewed pursuant to any provisions of this Lease on option to renew, as
of the end of die then current Renewal Term thereof, and any values agreed upon
in writing shall constitute the Fair Market Value of each such item of the Equipment
for the purposes of this Section.  In so consulting, Lessor and Lessee may refer
to books containing indexes of standard values for used equipment of relevant type
and age and to the records of Lessee and similar users which tabulate the history
of revenues and various other economic benefits derived from the use of the Equipment.
 If Lessor and Lessee have failed to agree upon such value prior to the 150th day
before the expiration of the Primary Term, or, if this Lease has been renewed, prior
to the 150th day before the expiration of the then current Renewal Term, on and
after such 150th day either party may request that such value be determined by Appraisal.
 
          (c)     Notwithstanding any election by Lessee to purchase, the provisions
of this Lease shall continue in full force and effect until the transfer of ownership
of such Equipment upon the date of purchase by the delivery of a Bill of Sale by
Lessor.
 
          26.     Notices.  Any notice or other communication required or permitted
to be given by either party hereto to the other party shall be deemed to have been
given upon its receipt, in writing, by the receiving party at its address set forth
below, or at such other address as the receiving party shall have furnished to the
other party by notice pursuant to this Section.
 
                  If to Lessee:         Advanced Polymer Systems, Inc.
                                        3696 Haven Avenue
                                        Redwood City, CA 94063
 
                  If to Lessor          Financing for Science International, Inc.
                                        10 Waterside Drive
                                        Farmington, CT 06032-3065
 
          27.     Entire Agreement; Severability; Amendment or Cancellation of Lease.
 This Lease constitutes the complete and exclusive statement of the terms of the
agreement between the parties with respect to the leasing of the Equipment and any
sale of the Equipment by Lessor to Lessee.  Any provision of

 
                                        17    21 this Lease which is prohibited
or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.
 LESSEE ACKNOWLEDGES RECEIPT OF A COPY OF THIS MASTER LEASE.  Lessor and Lessee
agree that neither this Lease nor Lessee's acceptance or deemed acceptance of any
or all of the Equipment may be canceled, waived, altered, amended repudiated, terminated,
rescinded, revoked or modified, except by a writing signed by Lessee and a duly
authorized representative of Lessor.
 
                                           Advanced Polymer Systems, Inc.
 
                                           /s/ Michael P.J. O'Connell
                                           --------------------------------------
                                           Signature of Lessee
 
          28.     Waiver of Jury.  Lessor and Lessee waive any right and all right
to trial by jury in any action or proceeding relating in any way to this Lease.
 
          29.     Restriction of Limitation Periods and Damages.  Any action for
breach of warranty or in respect of or relating to the Equipment or this Lease that
may be brought by Lessee against Lessor or any Assignee must be commenced within
one year after the cause of action accrues.  Lessee shall not make any claim in
respect of or relating to the Equipment or this Lease against Lessor or any Assignee
for special consequential or punitive damages.
 
          30.     Governing Law; Consent to Jurisdiction and Service. This Lease
shall be governed by and construed in accordance with the laws of the State of Connecticut
(other than the conflicts of laws provisions).  Lessee agrees that any legal action
or proceeding against Lessee in respect of or relating to this Lease or the Equipment
may be brought in any state or federal court sitting in the city of Hartford in
the State of Connecticut.  Lessee hereby irrevocably consents and submits to the
nonexclusive personal jurisdiction of said courts and irrevocably agrees that all
claims in any such action or proceeding may be heard and determined in and enforced
by any such court.  Lessee irrevocably consents to the service of summons, notice,
or other process relating to any such action or proceeding by delivery thereof to
it by hand or by mail in the manner set forth in the provisions of this Master Lease
on notices.
 
          31.     Lessor's Right to Perform for Lessee.  If Lessee fails to duly
and promptly perform any of its obligations under this Lease or fails to comply
with any of the covenants or agreements contained herein, Lessor may itself perform
such obligations or comply with such covenants or agreements, for the account of
Lessee, without thereby waiving any default, and any amount paid or expense (including,
without limitation, attorney's fees) reasonably incurred by Lessor in connection
with such performance or compliance shall, together with interest thereon at the
Default Interest Rate, be payable by Lessee to Lessor on demand.
 
          32.     Agreement for Lease Only.  Lessor and Lessee agree that this Lease
is and is intended to be a true lease (and not a lease in the nature of a security
interest) and further agree to treat this Lease as a true lease for all purposes,
including, without limitation, tax purposes.
 
          33.     Binding Effect.  This Lease shall inure to the benefit of and
be binding upon the parties hereto and their respective permitted successors and
assigns.
 
          34.     General.  The captions in this Master Lease and each Rental Schedule
are for convenience of reference only.  There shall be only one original executed
copy of this Master Lease and of each Rental Schedule.  This Master Lease is and
each Rental Schedule shall be executed in the State of Connecticut by Lessor's having
countersigned the same in the State of

 
                                        18    22 Connecticut, and are to be and
shall be performed in the State of Connecticut by reason of the requirements therein
for payment by Lessee to Lessor to be made in the State of Connecticut.
 
          35.     Definitions.  The following terms, not elsewhere defined, shall
have the following meanings for all purposes hereof:
 
          "Acquisition Cost" of any item of the Equipment shall mean an amount equal
to the sum of (i) the purchase price of such item of the Equipment paid by Lessor
pursuant to the purchase order for such item of the Equipment assigned to or given
by Lessor, plus (ii) any excise, sales or use tax, freight, installation, set-up
and other costs that are paid by Lessor on or with respect to such item of the Equipment
on or about the time of Lessor's purchase of the Equipment or the Lease Commencement
Date and that Lessor does not request Lessee to directly reimburse to Lessor.
 
          "Appraisal" shall mean the following procedure whereby recognized independent
qualified equipment appraisers shall mutually agree upon the amount in question.
 The party seeking Appraisal shall deliver a written notice to that effect to the
other party appointing its appraiser, and within 15 days after receipt of such notice,
the other party shall, by written notice, appoint its appraiser.  If within 15 days
after appointment of the two appraisers as described above, the two appraisers are
unable to agree upon the amount in question, a third appraiser shall be chosen within
five days thereafter by mutual agreement of the first two appraisers, or if the
first two appraisers fail to agree upon the appointment of a third appraiser, such
appointment shall be made by an authorized representative of the American Arbitration
Association.  The appraisal of the third appraiser shall be given within a period
of ten days after the selection of the third appraiser.  The average of the three
appraisals arrived at by the three appraisers shall be binding and conclusive on
Lessor and Lessee.  Lessor and Lessee each shall pay the fees of the appraiser appointed
by it and shall share equally the fees and expenses of the third appraiser, if any,
and those of the American Arbitration Association, if applicable.
 
          "Certificate of Inspection and Acceptance" shall mean a certificate in
the form designated by Lessor whereby Lessee evidences its acceptance of one or
more items of the Equipment for lease hereunder.
 
          "Fair Market Value" shall mean, with respect to the Equipment in question,
the amount which would be paid for that Equipment in an arm's-length sale transaction
between an informed and willing buyer (not a used equipment or scrap dealer) who
wants the Equipment to be as described in the next following sentence and is under
no compulsion to buy, and an informed and willing seller under no compulsion to
sell.  In determining the Fair Market Value, it shall be assumed (whether or not
the same be true) that the Equipment is fully operational, installed and in economically
productive service and that all maintenance and repairs including upgrades, replacements
and other services required by this Lease have been performed and that the Equipment
is in such condition to comply fully with the requirements of this Lease, including
provisions of this Master Lease governing the return of Equipment.  The costs of
removal from the location of current use and installation at another location for
use shall not be a deduction in determining the Fair Market Value. Upon any exercise
by Lessee of the purchase option provided for by this Master Lease for the Equipment
subject to a Rental Schedule, Lessor and Lessee agree that the Fair Market Value
at the expiration of the Primary Term shall not be less than eighteen percent (18%)
nor more than twenty-two percent (22%) of the Acquisition Cost of such Equipment
and at the expiration of any Renewal Term shall be One Dollar ($1.00).
 
          "Guarantor" shall mean a guarantor of any or all of the obligations of
Lessee pursuant to this Lease.
 
          "Guaranty" shall mean a writing containing a guaranty of any or all of
the obligations of Lessee pursuant to this Lease.

 
                                        19    23
          "Lease Commencement Date" with respect to an item of Equipment shall mean
the date of commencement of the Lease Term of the item as provided by the applicable
Rental Schedule.
 
          "Lease Term" with respect to an item of the Equipment shall mean the Primary
Term plus any and all Renewal Terms plus any period during which Lessee retains
the Equipment on a month-to-month basis pursuant to provisions of this Master Lease
governing the return of the Equipment.  The Lease Term shall include the Lease Commencement
Date and the date on which the Lease Term ends.
 
          "Manufacturer" shall mean the Person that manufactures the item of the
Equipment in question.
 
          "Master Lease" shall mean this Master Equipment Lease Agreement.
 
          "Person" shall mean an individual, a corporation, a partnership, an association,
a joint-stock company, a trust, an estate, any incorporated organization or similar
association, a government or political subdivision, or any other entity.
 
          "Rental Schedule" shall mean each schedule, executed by Lessor and Lessee
pursuant to this Master Lease, providing for a description of some or all of the
Equipment to be leased hereunder, the place or places where such Equipment shall
be located, its Acquisition Cost, the Basic Rent payable by Lessee with respect
thereto, the Primary Term thereof, the Lease Commencement Date with respect thereto,
and such other matters as Lessor and Lessee may agree upon.
 
          "Stipulated Loss Value" shall mean the amounts specified in the Table
of Stipulated Loss Values applicable to the items of the Equipment subject to a
Rental Schedule, as provided by the Schedule B attached to the Rental Schedule.
Except as otherwise provided in a writing signed by Lessor and Lessee, the Stipulated
Loss Value immediately prior to the end of the Primary Term for any items of the
Equipment shall be the Stipulated Loss Value throughout any Renewal Term(s) for
such items, and thereafter until such items are returned to Lessor pursuant to the
provisions of this Lease or purchased by Lessee pursuant to any then applicable
purchase option provisions of this Lease.
 
          IN WITNESS WHEREOF, the duly authorized representatives of Lessor and
Lessee have executed this Master Lease as of the date first above written.

 LESSOR:                                   LESSEE: FINANCING FOR SCIENCE       
             ADVANCED POLYMER SYSTEMS, INC. INTERNATIONAL, INC.

 By: Duane Starr                           By: /s/ Michael P.J. O'Connell
     -----------------------------------       ----------------------------------

 Title: Vice President                     Title: C.F.O.
        --------------------------------          -------------------------------

 ATTEST:                                   ATTEST: By:                         
             By: /s/ Gordon Sangster
     -----------------------------------       ----------------------------------

 Title:                                    Title: Controller
        --------------------------------          -------------------------------

 form 1 (rev 9-12-95)

 
                                        20 

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