AGREEMENT OF LEASE
BETWEEN
MASONS MILL PARTNERS, L.P. (LANDLORD)
AND
IMMUNICON CORPORATION (TENANT)

DATED AUG, 20, 1999

TABLE OF CONTENTS

List of Exhibits

AGREEMENT OF LEASE

        THIS AGREEMENT OF LEASE ("Lease") is made this 20^th day of August, 1999, by and between MASONS MILL PARTNERS, L.P., a Pennsylvania limited partnership ("Landlord") and IMMUNICON CORPORATION, a Pennsylvania corporation ("Tenant").

        Intending to be legally bound, Landlord and Tenant agree as set forth below.

1.    DEMISED PREMISES/RIGHT OF FIRST OFFER.

        1.1   Landlord, for the term and subject to the provisions and conditions hereof, leases to Tenant, and Tenant rents from Landlord, the space (the "Demised Premises") deemed for all purposes hereunder to contain 16,750 rentable square feet, as shown on Exhibit "A" attached hereto and made a part hereof, in the building (the "Building") known as Building #1 erected on certain land (the "Land") located at Masons Mill Business Park, Huntingdon Valley, PA 19006 (the "Park"), together with rights of ingress and egress thereto, and with the right in common with others to use, to the extent applicable, common passageways, stairways, vestibules, and to pass over and park on that portion of land owned by Landlord and designated by the Landlord for Tenant's parking. The Park contains 211,811 rentable square feet.

        1.2   Before entering into a lease with anyone else during the Lease Term hereunder respecting that certain 12,000 rentable square foot portion of space in the building known as Building #2 (the "First Offer Space") and located in the Park, Landlord shall notify Tenant in writing of the availability of such space for rent and the rental terms associated with such space (the "Right of First Offer"), provided, however, that Landlord shall not be obligated to give such notice, and Tenant shall not be entitled to the benefit of such notice on more than one (1) occasion during any six (6) month period of the Lease Term. Provided Tenant gives written notice of its desire to lease such space within five (5) business days after receipt of said notice from Landlord, Tenant shall, thereafter, for a period of thirty (30) days, have the right to negotiate with Landlord for a lease of such space, and Landlord and Tenant agree to negotiate for such a lease in good faith. Landlord's notice may not be given more than six (6) months prior to the date as of which said space will become available for rent. If Tenant fails to respond to said notice within said five (5) business days period, or, after giving written notice of its exercise of its right to negotiate, if Landlord and Tenant do not enter into a lease for such space within said thirty (30) day period, Tenant's rights under this Article shall be deemed to have been waived and Landlord shall be free (without any further obligation to Tenant) to lease the space to any other party upon any terms and without any further obligation to Tenant, whether or not the terms of such lease are more or less favorable than those offered to Tenant. Tenant's right to negotiate, as aforesaid, is subordinate, however, to any expansion or renewal options granted from time to time in leases to other tenants in the Park. This Right of First Offer for additional space shall be terminated during any period in which an Event of Default by Tenant hereunder exists until said Event of Default has been cured. The period of time within which this Right of First Offer may be exercised shall not be extended or enlarged by reason of Tenant's inability to exercise such rights because of the foregoing provision. Time is of the essence. If Tenant fails to exercise its Right of First Offer in any instance when such right may arise, in writing, prior to the expiration of the applicable time period for the exercise of such right, Tenant's right in the instance in question shall thereafter be deemed null and void and of no further force or effect.

        1.3   In the event all or a portion of Building #2 is leased by someone other than Tenant during the Lease Term, Landlord shall substitute any available space of 12,000 square feet or larger in Building 3, 4, 5 or 6 as Tenant's First Offer Space.

2.    LEASE TERM/RENEWAL OPTION.

        2.1.  The lease term (the "Lease Term") shall commence on the date hereof (the "Commencement Date") and shall continue for seven (7) years after the Rent Commencement Date (as hereinafter defined), unless extended or sooner terminated as provided herein. The "Rent Commencement Date" as referenced in this Lease shall be the earlier of: (i) the date on which Tenant commences business

operations in all or any part of the Demised Premises; or (ii) that date which is twelve (12) weeks after the date of this Lease. Upon actual determination by Landlord of the Rent Commencement Date and, consequently, the Lease Term, Landlord and Tenant shall confirm in writing the Rent Commencement Date and the termination date of the Lease in the form (the "Confirmation of Lease Term") attached hereto as Exhibit "B". Tenant agrees to execute and return the Confirmation of Lease Term within five (5) days of delivery of same by Landlord. In the event Tenant fails to execute and return same within the specified time period, such statement shall be deemed true and correct for all purposes under this Lease and may be relied upon by Landlord and Tenant.

        2.2   Tenant is granted the right and option (the "Renewal Option") to extend the term of the Lease for two (2) additional periods of five (5) years each, and if such renewals are effectively exercised, such renewal term (the "Renewal Term") shall commence upon the expiration of the previous term of the Lease, provided that:

        (a)   Each option must be exercised, if at all, by notice from Tenant to Landlord given at least six (6) months prior to the expiration of the then current term; and

        (b)   At the time of exercising each option, the Lease shall be in full force and effect and there shall exist no default by Tenant that remains uncured beyond any applicable period of grace.

        2.3   In the event the foregoing options are effectively exercised, all the terms and conditions contained in the Lease shall continue to apply except that:

        (a)   There shall be no further right of renewal beyond the periods referred to above;

        (b)   The Renewal Option shall apply to all (and not less than all) of the Demised Premises originally leased hereunder, plus any additional space leased by Tenant pursuant to any option contained herein or otherwise;

        (c)   In the event Tenant shall have assigned the Lease or sublet all or any portion of the Demised Premises (other than to any Permitted Assignee as defined in Section 11.6), this Renewal Option shall automatically expire and be null and void with respect to that portion of the Demised Premises so assigned or sublet;

        (d)   The rental rate applicable to the Demised Premises during any Renewal Term, plus any additional space then leased pursuant to the Lease, shall equal the then "Market Rate" (as set forth below) of the Demised Premises, subject to the provisions of Section 2.5(c) below. Upon the determination of such Annual Fixed Rent, Landlord and Tenant shall enter into an amendment to the Lease to set forth the amount of initial Annual Fixed Rent during such Renewal Term.

        (e)   At least seventy-five (75) days prior to the date that Tenant is required to notify Landlord of its intention to renew the Lease, Tenant shall first inform Landlord of its interest to renew. Landlord shall then notify Tenant of the Annual Fixed Rent which will be payable for the Renewal Term if Tenant elects to renew the Lease, within fifteen (15) days of the date of receipt of Tenant's notice. Tenant shall then have fifteen (15) days thereafter to advise Landlord that (i) Tenant agrees to pay the Annual Fixed Rent set forth in Landlord's notice, (ii) Tenant does not agree to pay the Annual Fixed Rent set forth in the Landlord's notice and elects to have the Annual Fixed Rent determined as provided below, or (iii) Tenant elects not to renew the Lease. If Tenant fails to so notify Landlord within the prescribed time period, Tenant shall be deemed to have elected not to renew the Lease and Tenant shall have no further right or option to extend the term of the Lease.

        2.4   In the event Tenant fails to exercise the foregoing options in the manner and within the time period set forth herein, the Lease shall automatically terminate at the end of the then current term, the applicable Renewal Option shall lapse and Tenant shall have no further right or option to extend the term of the Lease.

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        2.5   As used herein, the "Market Rate" of the Demised Premises shall mean and equal the then fair market rental rate for the Building for new leases of comparable space which commenced during the calendar year in which the commencement date of the applicable Renewal Term occurs. The Operating Expense Allowance shall be the allowance applicable to such Market Rate. In the event Landlord and Tenant are not able to agree on the Market Rate within fifteen (15) days after Tenant notifies Landlord that it does not agree with the Annual Fixed Rent set forth in Landlord's notice, the Market Rate shall be determined as follows:

        (a)   Within fifteen (15) days following Tenant's notice to Landlord that it does not agree with Landlord's determination of the Market Rate as set forth above in paragraph (e), Landlord and Tenant shall (i) each notify the other in writing of their determination of the Market Rate of the Demised Premises, and (ii) Tenant shall provide Landlord with the names and qualifications of three (3) appraisers who are acceptable to Tenant. Each appraiser shall be a member in good standing of the appraisal institute holding a MAI designation and currently certified or licensed as a state certified general appraiser in the Commonwealth of Pennsylvania and have a minimum of five (5) years experience in the same geographical area as that in which the Demised Premises is located and in real estate leasing and appraisal with respect to real estate which is of a similar kind to the Demised Premises. Landlord shall, within five (5) business days thereafter, select one (1) of the three (3) appraisers and shall notify Tenant in writing of its selection.

        (b)   The Market Rate shall be the prevailing rental rate for the Building as of the commencement date of the applicable Renewal Term for tenancies of space of similar size, term and adjusted on a square foot basis and including a market determination of Additional Rent on account of taxes and operating expenses (to be paid throughout the Renewal Term in accordance with the general formulations contained in the Lease), it being the intention that the Market Rate shall be net to Landlord of taxes and operating expenses allocable to the space in question.

        (c)   The appraiser selected above shall determine whether the Landlord's or the Tenant's determination of the Market Rate is more correct, and the estimate of the Market Rate so determined to be the most correct by the appraiser shall be the Annual Fixed Rent for the term of the Renewal Term, provided that in no event shall such Annual Fixed Rent be reduced below that payable hereunder for the final year of the then current Lease Term. This determination shall be final, conclusive and binding on Landlord and Tenant. The costs and expenses involved in such determination shall be borne by the party against whom the decision is rendered.

        2.6   It is the intention of the parties hereto that the Market Rate be determined prior to the commencement date of the Renewal Term, however, in the event the parties are proceeding diligently to determine such Market Rate in accordance with the above provisions, but the Market Rate is nonetheless not determined prior to the commencement date of the Renewal Term, then Tenant shall continue to pay to Landlord the Annual Fixed Rent applicable to the Demised Premises immediately prior to such Renewal Term until the Market Rate is determined, and when it is determined, Tenant shall pay to Landlord, within ten (10) days after receipt of such notice, the difference between the rent actually paid by Tenant to Landlord and the new rent determined hereunder.

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3.    FIXED RENT.    Fixed rent (the "Fixed Rent") is payable by Tenant beginning on the Rent Commencement Date in monthly installments each representing one-twelfth (1/12th) of the annual Fixed Rent (the "Annual Fixed Rent") according to the following schedule:

        Year 1, as referenced above, shall begin on the Rent Commencement Date, and each subsequent year shall begin on the applicable anniversary of the Rent Commencement Date. Annual Fixed Rent is payable without prior notice or demand, and without any setoff or deduction whatsoever, in advance, on the first day of each month at such place as Landlord may direct, except that the Fixed Rent for the first full month from and after the Rent Commencement Date will be paid on the date of execution of this Lease. Annual Fixed Rent includes the Operating Expense Allowance as set forth in Exhibit "C" hereto. In addition, if the Rent Commencement Date occurs on a day other than the first day of a calendar month, Tenant shall pay to Landlord, on or before the Rent Commencement Date, a pro rata portion of the monthly installment of rent (including Fixed Rent and any Additional Rent as herein provided), such pro rata portion to be based on the actual number of calendar days remaining in such partial month after the Rent Commencement Date. If the Lease Term shall expire on a day other than the last day of a calendar month, such monthly installment of Fixed Rent and Additional Rent shall be prorated for each calendar day of such partial month. If any portion of Fixed Rent, Additional Rent or any other sum payable to Landlord hereunder shall be due and unpaid for more than ten (10) days, it shall thereafter bear interest at a rate equal to three percent (3%) per annum greater than the highest prime rate of interest as published in the Wall Street Journal, eastern edition from time to time (the "Default Rate"), as the same may change from time to time, from the due date until the date of payment thereof by Tenant, provided, however, that nothing herein contained shall be construed or implemented in such a manner as to allow Landlord to charge or receive interest in excess of the maximum legal rate then allowed by law. Landlord and Tenant understand and agree that memos written on rental checks or any other payment forms delivered to Landlord do not and shall not, throughout the Lease Term hereunder, constitute satisfaction of any current or outstanding debt of Tenant pursuant to this Lease, and, provided further that any such memo shall not preclude Landlord from recovering any balance of any sum or sums due under this Lease. In addition, a letter or similar type statement accompanying any rental check or payment form delivered to Landlord pursuant to this Lease shall also have no force or effect under this Lease as such may relate to the satisfaction of any debt of Tenant hereunder.

4.    ADDITIONAL RENT.    Tenant shall pay as additional rent ("Additional Rent") its proportionate share of all Operating Expenses, plus individually metered electric costs, in the amounts and in the manner set forth in Exhibit "C" hereto, and all other sums due hereunder. Tenant shall contract directly with the utility company providing the electric service to the Demised Premises, and shall pay for such service promptly when due.

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5.    LETTER OF CREDIT.

        5.1   As security for Tenant's full and faithful performance of the terms, covenants, and conditions of this Lease by Tenant, Tenant shall deliver to Landlord, upon the execution of this Lease, an irrevocable Letter of Credit payable in Huntingdon Valley, Pennsylvania running in favor of Landlord issued by a bank under the supervision of the Superintendent of Banks of Pennsylvania, or a National Banking Association, in the amount of Nine Hundred Five Thousand Dollars ($905,000.00) (the "Letter of Credit"). The Letter of Credit shall be irrevocable for the term thereof and shall provide that it is automatically renewable for a period ending not earlier than sixty (60) days after the expiration of the Lease Term hereunder, without any action whatsoever on the part of Landlord; provided, however, that the issuing bank shall have the right not to renew the Letter of Credit upon written notice to Landlord given not less than sixty (60) days prior to the expiration of the then current term thereof (it being understood, however, that the privilege of the issuing bank not to renew said Letter of Credit shall not, in any event, diminish the obligation of Tenant to maintain an irrevocable Letter of Credit with Landlord through the date which is sixty (60) days after the expiration of the Lease Term hereunder).

        5.2   Landlord may present the Letter of Credit for payment upon the occurrence of an Event of Default or upon the failure of Tenant to comply with any of its obligations under this Article 5. The form and terms of the Letter of Credit shall be acceptable to Landlord, shall be substantially in the form of Exhibit "H" attached hereto and made a part hereof and shall provide, among other things, that:

          (i)  Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the issuing bank of Landlord's (or Landlord's then managing agent's) statement that such amount is due to Landlord under the terms and conditions of this Lease, it being understood that if Landlord or its managing agent be a corporation, partnership or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity):

         (ii)  The Letter of Credit will be honored by the issuing bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement;

        (iii)  In the event of a transfer of Landlord's interest in the building of which the Demised Premises are a part, Landlord shall have the right to transfer the Letter of Credit to the transferee and thereupon the Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of said Letter of Credit to a new landlord.

        5.3   If, as a result of any such application of all or any part of such security, the amount secured by the Letter of Credit shall be less than $905,000.00, Tenant shall forthwith provide Landlord with additional letter(s) of credit in an amount equal to the deficiency.

        5.4   Tenant further covenants that it will not assign or encumber said Letter of Credit or any part thereof, and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

        5.5   Without limiting the generality of the foregoing, if the Letter of Credit expires earlier than sixty (60) days after the expiration of the Lease Term, or the issuing bank notifies Landlord that it shall not renew the Letter of Credit, Landlord will accept a renewal thereof or substitute Letter of Credit (such renewal or substitute Letter of Credit to be in effect not later than thirty (30) days prior to the expiration of the original letter), irrevocable and automatically renewable as above provided upon the sixty (60) days after the end of the Lease Term upon the same terms as the expiring Letter of Credit, or such other terms as may be acceptable to Landlord. However, (i) if the Letter of Credit is not timely renewed or a substitute Letter of Credit is not timely received, or (ii) if Tenant fails to maintain

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the Letter of Credit in the amount and terms set forth in this Article, Tenant, at least thirty (30) days prior to the expiration of the Letter of Credit, or immediately upon its failure to comply with each and every term of this Article, must deposit with Landlord cash security in the amount of $905,000.00 to be held subject to and in accordance with all of the terms and conditions set forth in this Article 5, failing which the Landlord may present the Letter of Credit to the bank, in accordance with the terms of this Article 5, and the entire sum secured thereby shall be paid to Landlord.

        5.6   Notwithstanding the foregoing provisions of this Article 5, following the expiration of (a) Year 1 (as described in Article 3) of the Lease Term, Tenant may reduce the amount of the Letter of Credit to $760,200.00, (b) Year 2 of the Lease Term, Tenant may reduce the amount of the Letter of Credit to $615,400.00 (c) Year 3 of the Lease Term, Tenant may reduce the amount of the Letter of Credit to $470,600.00 (d) Year 4 of the Lease Term, Tenant may reduce the amount of the Letter of Credit to $325,800.00, and (e) Year 5 of the Lease Term, Tenant may reduce the amount of the Letter of Credit to $181,000.00. Furthermore, notwithstanding the foregoing provisions of the Article 5, following the expiration of Year 6 of the Lease Term, Landlord shall return the Letter of Credit to Tenant. Notwithstanding anything contained in this Article 5 to the contrary, Tenant shall have the right to reduce the amount of the Letter of Credit as set forth above, and Landlord shall be obligated to return the Letter of Credit as set forth above, if, and only if, each of the following conditions is satisfied: (a) no Event of Default by Tenant, with respect to which Landlord has taken any action to enforce its rights under this Lease, shall have existed at any time; (b) Tenant shall not have assigned its rights under this Lease; and (c) Tenant shall not have sublet all or any portion of the Demised Premises (other than as specifically permitted in Section 11.6. Without limiting the provisions of subsection (a) of the immediately preceding sentence, the giving of any notice to Tenant in addition to Landlord's initial notice (i) that an Event of Default has occurred (in the case of a situation where no notice is required prior to the occurrence of an Event of Default) or (ii) that an event which (with the passage of time) shall constitute an Event of Default has occurred, shall constitute an "action to enforce" as referenced in such subsection. (See page 7A attached.) Within fifteen (15) days after notice from Tenant (the "Reduction Notice") that Tenant intends to deliver a reduced letter of credit (the "Reduced L.O.C.") in accordance with this Section, Landlord shall provide either (i) written confirmation to Tenant that Tenant is entitled (as of the date of such confirmation) to replace the then existing Letter of Credit with the Reduced L.O.C. in accordance with this Section or (ii) a written statement rejecting Tenant's request and the reasons therefor. In the event Landlord fails to respond within said fifteen (15) day period, Landlord shall be deemed to have provided the confirmation referenced in clause (i) above. Upon delivery of the Reduced L.O.C. to Landlord, Landlord shall return the existing Letter of Credit to Tenant; provided however, Landlord shall not be obligated to return the existing Letter of Credit, if, and only if, an Event of Default has occurred, with respect to which Landlord has taken any action to enforce its rights under the Lease in the interim period between Landlord's confirmation (or deemed confirmation) of Tenant's right to replace the then existing Letter of Credit and the delivery of the Reduced L.O.C. to Landlord. Landlord hereby agrees to act promptly and in good faith with any reasonable request by Tenant in connection with the replacement of the Letter of Credit. Tenant may not provide the Reduction Notice prior to forty-five (45) days before the expiration date of the then existing Letter of Credit.

6.    USE OF DEMISED PREMISES.    Tenant covenants and agrees to use and occupy the Demised Premises for general office use, research, manufacturing and sale of Tenant's products, and other uses incidental to and associated with Class A office buildings and only in conformity with the law. Tenant shall not use or permit any use of the Demised Premises which creates any safety or environmental hazard, or which would: (i) be dangerous to the Demised Premises, the Building or other tenants, or (ii) be disturbing to other tenants of the Building, or (iii) cause any increase in the premium cost for any insurance which Landlord may then have in effect with respect to the Building generally.

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7.    COMPLETION OF DEMISED PREMISES.    Tenant agrees to accept possession of the Demised Premises in an "AS IS" condition. Landlord shall have no obligation to perform any work of any kind in connection with the fit-out of the Demised Premises for use by Tenant. Tenant shall be responsible for the design and engineering and the performance of all work necessary or desirable to prepare the Demised Premises for use by Tenant, and all such work shall be performed in accordance with Exhibit "D" to this Lease and at Tenant's sole cost and expense (except as specifically set forth in Exhibit "D").

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