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                                                                   EXHIBIT 10.14

                              AGREEMENT OF LEASE


          THIS AGREEMENT OF LEASE (the "LEASE") made this 27/th/ day of October
1998, by and between ANNANDALE FINANCIAL CENTER JOINT VENTURE, a Maryland
General Partnership, (hereinafter referred to as "LANDLORD"), and ONESOFT
CORPORATION, a DELAWARE Corporation, (hereinafter referred to as "TENANT").

          WITNESSETH, that for and in consideration of the rent hereinafter
reserved and of the mutual covenants and agreements hereinafter set forth,
Landlord and Tenant do hereby mutually agree as follows:

PREMISES       1. Landlord does hereby lease to Tenant, and Tenant does hereby
               lease from Landlord, for the term and upon the covenants and
               conditions hereinafter set forth, the Premises which shall be
               deemed to be approximately THREE THOUSAND SEVEN HUNDRED TWENTY
               (3,720) RENTABLE SQUARE FEET known as Suite 140 located on the
               first floor of the Building known as "ANNANDALE FINANCIAL
               CENTER", located at 7010 Little River Turnpike, Annandale,
               Virginia 22003 (hereinafter referred to as the "Premises").

TERM           2. (a) The term of this Lease shall commence on the later of (i)
               the "Substantial Completion" of Landlord's construction of the
               Premises or (ii) December 1, 1998 (the "LEASE COMMENCEMENT
               DATE"), and expiring FIVE (5) YEARS after the Lease Commencement
               Date (the "EXPIRATION DATE"). The period commencing with the
               Lease Commencement Date (on the first day of the next calendar
               month in the event the Lease Commencement Date does not occur on
               the first day of a month) and ending on the last day of the
               twelfth calendar month thereafter shall constitute the first
               "Lease Year" as such term is used herein. Each successive full
               twelve (12) month period during the Lease Term shall constitute a
               "Lease Year" and any portion of the Lease Term remaining after
               the last twelve month period during said Lease term shall
               constitute the last "Lease Year" for the purpose of this lease.

               (b) The term "Substantial Completion" shall mean that date upon
               which construction of the improvements to the Premises (as
               outlined in Paragraph 28. herein) have been substantially
               completed and approved by local officials having jurisdiction,
               subject only to normal punch list items that will not materially
               or adversely interfere with Tenant's business operations.

               Notwithstanding anything herein to the contrary, Tenant shall
               have the opportunity to enter the Premises during the fifteen
               (15) day period prior to the Lease Commencement Date for the
               purpose of installing computer, data, telephone and television
               cable lines, special equipment, furniture,

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               fixtures, telephones and other personal property, providing such
               early entrance does not unreasonably interfere with Landlord's
               construction in Premises. Any occupancy prior to the Lease
               Commencement Date shall be pursuant to all the terms and
               conditions of this Lease, except that rent shall not commence
               until the Lease Commencement Date. Within fifteen (15) days after
               the Lease Commencement Date, Landlord and Tenant shall execute a
               Certificate of Commencement.

RENT           3. (a) During and for the Term hereof, commencing on the Lease
               Commencement Date, Tenant covenants and agrees to pay Landlord
               for the Premises, without notice or demand and without deduction,
               set off or abatement, a fixed minimum guaranteed base rent
               (hereinafter sometimes referred to as the "BASE RENT") payable in
               monthly installments, in advance, (hereinafter sometimes referred
               to as "MONTHLY BASE RENT") as follows:


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                Lease Year     Annual Base    Monthly Base    Rent Per Square
                                  Rent           Rent             Foot

             -----------------------------------------------------------------
                    1          $74,400.00      $6,200.00         $20.00
                    2           78,120.00       6,510.00          21.00
                    3           82,026.00       6,835.50          22.05
                    4           86,127.30       7,177.28          23.15
                    5           90,433.67       7,536.14          24.31

             -----------------------------------------------------------------

               Tenant shall pay all rent to Landlord at the office of Landlord,
               or to such other party or at such other address as Landlord may
               designate from time to time by written notice to Tenant. Rent
               shall be paid on or before the first day of each and every
               calendar month, without prior notice, during the Term hereof,
               provided, however that the Monthly Base Rent for the First month
               of the Term shall be payable upon execution of this Lease

               (b) Tenant covenants and agrees to pay to Landlord a Late Fee
               equal to Five percent (5%) of the Monthly Base Rent if any such
               payment is not received by Landlord within TEN (10) days of their
               due date. In addition, all delinquent payments due Landlord,
               including, but not limited to, rent and additional rent, shall
               bear interest at the rate of TWO percent (2%) per annum above the
               "Prime Rate" as published by Wall Street Journal, New York, New
               York, as of the date such payment became due, for the period
               beginning on the date such payment became due to the date of
               payment thereof by Tenant, provided, however, that nothing herein
               contained shall

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               be construed or implemented in such a manner as to allow Landlord
               to charge or receive interest in excess of the maximum rate then
               allowed by law. All such late fees and interest charges shall be
               deemed additional rent due hereunder and shall be payable with
               the next installment of Monthly Base Rent.

OPERATING      4. INTENTIONALLY DELETED

EXPENSES AND
REAL ESTATE

TAXES

DELAYED
POSSESSION     5. (a) If Landlord shall be unable to give possession of the
               Premises on the Lease Commencement Date specified in Section 2 of
               this Lease for any reason, such failure to do so shall not affect
               or impair the validity of this Lease or the obligations of Tenant
               hereunder, except as expressly provided herein, and Landlord
               shall not be subject to any liability for damages for such
               failure to give possession on said date. In such event, Landlord
               shall notify Tenant in writing setting forth a new Lease
               Commencement Date as specified in Section 2 of this Lease. Unless
               such delay is due to the fault of Tenant, the Base Rent reserved
               and covenanted to be paid herein shall not commence until the
               date that possession of the Premises is given to Tenant, or the
               Premises are available for occupancy by Tenant and Tenant has
               been so notified by Landlord, whichever shall first occur.

               (b) If for any reason the Landlord shall be unable to give
               possession of the Premises to Tenant more than TWO (2) months
               after the Lease Commencement Date specified in Section 2. then
               Tenant shall have the option to cancel this Lease after such date
               by giving THIRTY (30) days' prior written notice of such
               termination to the other party. If Landlord shall tender
               possession of the Premises to Tenant after Tenant has given
               notice such notice but prior to the expiration of such THIRTY
               (30) day period, any notice given by Tenant shall thereupon be
               nullified. Upon any such cancellation becoming effective,
               Landlord and Tenant shall be entirely relieved of the obligations
               hereunder, and any security deposit given by Tenant to Landlord
               shall be returned to Tenant.

USE OF
PREMISES       6. Tenant shall use and occupy the Premises solely as general
               office space, provided that such use(s) is in accordance with
               applicable zoning and other local governmental regulations.
               Without the prior written consent of Landlord, the Premises shall
               not be used for any other

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               purposes or uses whatsoever. Tenant shall not use or occupy the
               Premises for any unlawful purpose, and shall comply with all
               present and future laws, ordinances, regulations, and orders of
               the United States of America, Commonwealth of Virginia, County of
               Fairfax, and any other public or quasi-public authority having
               jurisdiction over the Premises.

ASSIGNMENT
AND SUBLETTING 7. (a) Tenant shall not assign, transfer, mortgage, or otherwise
               encumber this Lease, or sublet, rent, or permit occupancy or use
               of the Premises, or any part thereof, without obtaining the prior
               written consent of Landlord, which shall not be unreasonably
               withheld, nor shall any subletting, assignment or transfer of
               this Lease or the right of occupancy hereunder be effected by
               operation of law or in any manner other than with the prior
               written consent of Landlord. Any assignment or transfer with or
               without Landlord's consent shall not be construed as a waiver or
               release of Tenant from liability hereinbefore the payments of
               rent or the performances and observances of any of the terms and
               conditions of this Lease. The collection or acceptance of rent
               from any assignee, subtenant, or occupant shall not constitute a
               waiver or release of Tenant from any covenant or obligation
               contained in this Lease, nor shall any assignment or subletting
               be construed to relieve Tenant from the obligation to obtain the
               consent in writing of Landlord to any further assignment or
               subletting.

               (b) In the event that Tenant desires to assign or sublet all or a
               portion of the Premises, Tenant shall give to Landlord THIRTY
               (30) days written notice of Tenant's intention to do same, the
               name, address and a current financial statement of the proposed
               subtenant or assignee, and a copy of the proposed assignment or
               sublease, specifying, among other items, the proposed use, the
               term and the rent of the proposed sublease or assignment. Within
               TEN (10) days after receipt of said notice, Landlord shall give
               written notice to Tenant, stating whether Landlord approves or
               disapproves the proposed assignment or sublease. Tenant may
               sublet or assign the Premises only after first obtaining the
               written consent of Landlord, which consent shall not be
               unreasonably withheld as set forth hereinabove

               (c) In the event that Tenant defaults hereunder, Tenant hereby
               assigns to Landlord the rent due from any subtenant or assignee
               of Tenant and hereby authorizes each such subtenant or assignee
               to pay said rent directly to Landlord.

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MAINTENANCE
BY TENANT      8. Tenant shall keep the Premises, fixtures and equipment therein
               in clean, safe sanitary and good order. will suffer no waste or
               injury thereto, condition and will, at the expiration or other
               termination of this Lease, surrender the same, broom clean, in
               the same order, and condition in which they are on the Lease
               Commencement Date, ordinary wear and tear excepted. Maintenance
               and repair of all equipment and/or fixtures within or for the
               exclusive benefit of the Premises, including, but not limited to,
               kitchen fixtures, special air conditioning equipment, bathroom
               fixtures, computers, or any other type of equipment or
               improvements, together with related plumbing, electrical, or
               other utility services, whether installed by Tenant or by
               Landlord on behalf of Tenant, shall be the sole responsibility of
               Tenant, and Landlord shall have no obligation in connection
               therewith.

HOURS OF
OPERATION      The regularly scheduled hours of operation for Building shall be
               between EIGHT O'CLOCK (8:00 a.m.) to SIX O'CLOCK (6:00 p.m.),
               Monday through Friday, and eight O'CLOCK (8:00 a.m.) to ONE
               O'CLOCK (1:00 p.m.) Saturday. Holidays, on which said water for
               the HVAC system shall not be provided except at additional cost
               are: New Year's Day, Washington's Birthday, Memorial Day,
               Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and
               East Sunday. Such holidays shall be observed on the dates on
               which the same are observed by the federal government. If Tenant
               desires air conditioning/heat and or other utilities or services
               beyond the hours of operation as hereinabove set forth, and of
               mutually satisfactory written agreements are made with Landlord,
               or its agent, not less than TWENTY-FOUR (24) hours in advance of
               the requirement, Landlord shall use its best efforts to furnish
               such air conditioning/heating and/or other utilities or services
               to Tenant, and Tenant agrees to pay Landlord the additional costs
               of such services in an amount equal to ONE HUNDRED TEN percent
               (110%) of the total direct costs of providing such additional
               services on an overtime basis. Provided, however, that Landlord
               and its agent shall not be liable for failure to furnish or for
               suspension or repair work, strike, riot, civil commotion, or any
               other cause or reason whatsoever beyond the control of Landlord.

               Building Services.  Throughout the Term, Landlord agrees that the
               -----------------
               Building will be maintained in a manner befitting a first-class
               rental office building in the Annandale, Virginia area and that
               it will furnish, or cause to be furnished, the following services
               to the Premises and Building, excluding emergency conditions
               beyond Landlord control:

               (a) Normal and usual cleaning and janitorial services after 5:00
               p.m. on business days.

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               (b) Automatically operated elevator services TWENTY-FOUR (24)
               hours a day, SEVEN (7) days a week. 365 days a year;

               (c) All electric bulbs and fluorescent tubes in light fixtures in
               the public areas of the Building and all standard light bulbs and
               fluorescent tubes in the Premises;

               (d) An intercom type security access system located at the front
               door of the Building. Tenant shall be given access cards into the
               Building 24 hours a day, 7 days a week, 365 days a year;

               (e) Normal and usual maintenance of the life-safety systems, the
               elevators, the Garage and all Building improvements and
               facilities;

               (f) Heating, ventilating and air-conditioning to the Premises
               between the hours of 8:00 a.m. and 6:00 p.m. on business days and
               between the hours of 8:00 a.m. to 1:00 p.m. Saturday, excluding
               holidays;

TENANT
ALTERATIONS    10. (a) Tenant shall not make or permit anyone to make any
               alterations, additions, or improvements, structural or otherwise,
               or install any fixtures (hereinafter collectively referred to as
               "Alterations"), in or to the Premises or the Building without the
               prior written consent of Landlord. All of such Alterations
               permitted by Landlord must conform to all rules and regulations
               established from time to time by the Underwriters' Association of
               the local area and by the Landlord and conform to all
               requirements of the Federal, State and local governments. Prior
               to the commencement of work on any Alterations, the Landlord's
               written approval must be obtained as to (i) the contractor(s) and
               subcontractor(s) selected to perform such work, and (ii)
               comprehensive plans and specifications showing all the proposed
               Alterations, including detailed descriptions of the effect of the
               proposed Alterations on the mechanical and electrical systems of
               the Building. Landlord shall have the right to stop such work if
               the Landlord or its designated agent determines that such work is
               not being done in a workmanlike manner or in accordance with the
               plans and specifications provided to Landlord. In such event,
               Tenant shall promptly correct the problem(s) which give rise to
               the work stoppage, and if Tenant fails to do so within a time
               period determined by Landlord to be reasonable, then Landlord
               may, at its sole option, correct such problem(s), or complete the
               Alterations, or remove the Alterations and restore the Premises
               to their original condition, and Tenant shall be liable for the
               costs of such action as additional rent. Copies of all plats,
               plans, sketches, permits, samples, etc. which are prepared or
               obtained in the course of such Alterations shall be provided to
               the Landlord or its designated agent no later than TEN (10) days
               after such are prepared or obtained. The Tenant agrees to pay to
               the Landlord or its designated agent a reasonable inspection fee
               and to allow

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               inspection from time to time during the period of construction of
               all Alterations. In addition, Tenant agrees to furnish "as built"
               plans and specifications for all Alterations within a reasonable
               period of time after completion of Alterations, and to pay to
               Landlord, or its designated agent, a reasonable fee for updating
               the master reproducible Building blueprint to show the
               Alterations.

               (b) Prior to commencing construction on any Alterations approved
               by Landlord, Tenant agrees to obtain and deliver to Landlord
               written and unconditional waivers of mechanic's and materialman's
               liens upon the Property for all work, labor and services to be
               performed and materials to be furnished, by them in connection
               with such work, signed by all contractors, subcontractors,
               materialmen, and laborers to become involved in such work. If
               notwithstanding the foregoing, any mechanic's or materialmen's
               lien is filed against the Property for work claimed to have been
               done for, or materials claimed to have been furnished to, Tenant,
               such lien shall be discharged by Tenant within ten (10) days
               thereafter, at Tenant's sole cost and expense, by the payment
               thereof or by filing any bond required by law. If Tenant shall
               fail to discharge any such mechanic's or materialman's lien,
               Landlord may, at its option, discharge the same and treat the
               cost thereof and any legal expenses incurred in connection
               therewith, as additional rent payable with the installment of
               Monthly Base Rent next becoming due; it being hereby expressly
               covenanted and agreed that such discharge by Landlord shall not
               be deemed to waive or release the default of Tenant in not
               discharging the same. It is understood and agreed by Landlord and
               Tenant that any such Alterations shall be constructed on behalf
               of Tenant. It is further understood and agreed that, in the event
               Landlord shall give its written consent to Tenant's making any
               such Alterations, such Alternations shall not be deemed to be an
               agreement or consent by landlord to subject Landlord's interest
               in the Property to any mechanic's or materialman's liens which
               may be filed in respect of any such Alterations made by or on
               behalf of Tenant.

               (c) Tenant shall indemnify and hold Landlord harmless from and
               against any and all expenses, liens, claims, or damages to any
               person or property which may or might arise directly or
               indirectly by reason of making of any such Alterations.

               (d) If any Alterations are made without the prior written consent
               of Landlord, Landlord retains the right to enter the Premises at
               any time during the Term of this Lease to correct or remove the
               same and restore the Premises to their condition prior to the
               construction of the unauthorized Alterations, and Tenant shall be
               liable and hereby agrees to reimburse the Landlord for the costs
               of such removal and restoration

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               together with any and all damages which the Landlord may suffer
               and sustain as a result thereof.

               (e) All Alterations, including wall-to-wall carpet and wall
               covering, to, in or upon the Premises shall, unless the Landlord
               elects otherwise, become the property of Landlord and shall
               remain upon the Premises and be surrendered with Premises at the
               expiration or termination of this Lease, or any renewal or
               extension period, without disturbance, molestation or injury.
               Should the Landlord elect that Alterations made by the Tenant
               upon the Premises be removed upon the expiration or termination
               of this Lease, or any renewal period, the Tenant hereby agrees to
               cause same to be removed at the Tenant's sole cost and expense,
               and to restore the Premises to the original improved condition,
               on or before the expiration or termination of this Lease or any
               renewal period. Should Tenant fail to remove the same or restore
               the Premises, the Landlord may cause same to be removed and/or
               the Premises to be restored at the Tenant's expense, and the
               Tenant hereby agrees to pay to the Landlord the cost of such
               removal and/or restoration together with any and all damages
               which the Landlord may suffer and sustain by reason of the
               failure of the Tenant to remove the same and/or restore the
               Premises as herein provided.

               (f) If Tenant is not in default in the performance of any of its
               obligations under this Lease, Tenant shall have the right to
               remove, prior to the expiration of the Term of this Lease, all
               movable equipment, furniture or furnishings which are not affixed
               to the Premises or the Building and which were installed in the
               Premises at the expense of Tenant. If such property of Tenant is
               not Removed by Tenant prior to the expiration or termination of
               this Lease, the same shall become the property of Landlord and
               shall be surrendered with the Premises as a part thereof, or, at
               Landlord's option, Landlord may cause the same to be removed and
               the Premises to be restored to their original improved condition,
               and Tenant hereby agrees to pay to Landlord the cost of such
               removal and restoration together with any and all damages which
               Landlord may suffer and sustain by reason of the failure of
               Tenant to remove the same and restore the Premises or Building as
               herein provided.

ADVERTISING    11. Except as otherwise herein provided, Tenant agrees that no
               sign, advertisement, display or notice shall be inscribed,
               painted or affixed on any part of the outside or inside of the
               Premises or Building. except on the directories and doors of
               offices, and then only in such size, color and style as the
               Landlord shall approve. Landlord shall have the right to prohibit
               any advertisement, or display of items of the Tenant, wherever
               appearing, which in the Landlord's reasonable opinion tends to
               impair the reputation of the Building or its desirability as a
               building for offices or for financial, insurance or other
               institutions and businesses of like nature. Upon written notice
               from the Landlord, Tenant shall refrain from and discontinue such

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                                       8
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               advertisement. In the event that Tenant violates the terms of
               this section, Landlord may remove any sign, advertisement,
               display or notice and may charge the Tenant for any costs
               incurred by Landlord in connection with such removal.

DELIVERIES     12. No freight, furniture or other bulky matter of any
               description shall be received into the Building or carried in the
               elevators, except as approved by the Landlord. All moving of
               furniture. material and equipment in the Building outside the
               Premises must be with the prior written consent of the Landlord
               and in accordance with Landlord's reasonable rules and
               instructions; however, Landlord shall not be responsible for any
               damage to, or charges for, moving the same. Tenant agrees to
               remove promptly from the public area(s) within or adjacent to the
               Building any of Tenant's personal property there delivered or
               deposited. Landlord shall have the right to prescribe the weight,
               method of installation, and position of safes or other heavy
               fixtures or equipment. All damage done to the Building by
               delivery, maintaining or removal of any fixture or article of
               Tenant's furniture or equipment, shall be repaired at the expense
               of Tenant.

EQUIPMENT      13. Tenant shall not install or operate in the Premises any
               electrically operated equipment or other machinery, except
               typewriters, adding machines, copiers, personal computers, and
               such other office machinery and equipment as is normally used in
               the operation of Tenant's business, without obtaining the prior
               written consent of Landlord, which shall not be unreasonably
               withheld or delayed, but may be conditioned upon the payment by
               Tenant of additional rent in compensation for any excess
               consumption of water and/or electricity as may result from the
               operation of said equipment or machinery. Tenant shall not
               install any equipment of any kind or nature which shall or may
               necessitate changes, replacements, or additions to, or cause an
               abnormal increase in its use of the water, plumbing, heating, air
               conditioning, or electrical systems, which serve the Premises,
               without the prior written consent of Landlord. Such consent shall
               not be withheld unreasonably, but may be conditioned upon the
               payment of Tenant of the cost of such changes, replacements,
               additions, or increased use. Notwithstanding the foregoing, in
               the event that office equipment or mechanical equipment used by
               Tenant in the Premises shall cause noise or vibration that may be
               transmitted to any part of the Building to such a degree as to be
               objectionable to Landlord or any other tenant, Tenant shall
               install, at its own expense, vibration eliminators or silencing
               devices sufficient to eliminate such noise and/or vibration.
               Tenant shall not install in the Premises any fixtures, equipment,
               machinery, furniture or furnishings which place a load upon the
               floor exceeding the designed floor load capacity.

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INSPECTIONS;
ENTRY          14. Tenant agrees to allow Landlord, its agents or employees to
               enter the Premises at all reasonable times to examine, inspect or
               protect the same; to prevent damage or injury to the same and/or
               to any other portion of the Building; to make such alterations,
               additions, improvements and repairs to the Premises or adjacent
               portions of the Building as Landlord may deem necessary or
               desirable; or to exhibit the same to prospective tenants during
               the last SIX (6) months of the Term of this Lease, or any renewal
               or extension period, or to prospective purchasers of the Building
               or any portion thereof at any time. None of the same shall be
               construed as an eviction, actual or constructive. The rent
               reserved shall not abate while such alterations, additions,
               improvements or repairs are being made, or because of such
               inspections or exhibitions, whether by reason of loss or
               interruption of Tenant's business or otherwise. Landlord agrees
               to make all reasonable efforts to minimize any disruption of
               Tenant's business by reason of such activities. Landlord's right
               of entry for any purpose shall, however, be subject to any State
               or Federal laws and regulations that may currently enlist or may
               become applicable because of any secret, confidential, or other
               restricted activities carried on by Tenant in the Premises.

INSURANCE      15.  (a) Insurance Rating. Tenant will not conduct or permit to
                        ----------------
               be conducted any activity other than normal office business nor
               will Tenant place any equipment in or about the Premises or the
               Property which will, in any way, increase the rate of property
               and casualty or other insurance on the Property. If any increase
               in the rate of property and casualty insurance or other insurance
               is stated by any insurance company or by the applicable Insurance
               Rating Bureau to be due to any activity or equipment of Tenant in
               or about the Premises or the Property, such statements shall be
               conclusive evidence that the increase in such rate is due to such
               activity or equipment, and, as a result thereof, Tenant shall be
               liable for such increase and shall reimburse Landlord therefor
               upon demand. Any such sum due Landlord shall be considered
               additional rent payable hereunder.

               (b) Liability Insurance. Tenant shall carry public liability
                   -------------------
               insurance with a company or companies licensed to do business in
               the Commonwealth of Virginia and rated not lower than Level A,
               Class XII, as rated in the most recent edition of "Best's Key
               Rating Guide" for insurance companies. Said insurance shall cover
               all liability of Tenant and its authorized representatives
               arising out of and in connection with Tenant's use or occupancy
               of the Premises and the Property. Said insurance shall be in
               minimum amounts set forth in the rules and regulations
               established by Landlord from time to time such amounts to be
               reasonable for Tenant's type of business; a copy of the current
               rules and regulations is attached hereto as Exhibit A. Said
               insurance shall name Landlord, and the building management agency
               as additional insured, as their interests may appear.

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               and shall contain an endorsement that said insurance shall remain
               in full force and effect notwithstanding that the insured has
               waived his right of action against any party prior to the
               occurrence of a loss. A current Certificate of Insurance from
               such insurer shall be delivered to Landlord's agent prior to the
               Lease Commencement Date and renewals thereof shall be delivered
               to Landlord's agent at least THIRTY (30) days prior to the
               expiration of any such policy. Each policy shall contain an
               endorsement that will prohibit its cancellation prior to the
               expiration of THIRTY (30) days after written notice to Landlord
               of such proposed cancellation.

               (c)  Waiver of Subrogation.  Each party hereby waives, and shall
                    ---------------------
               have included in its liability insurance policies for the
               Building and/or property insurance covering Tenant's contents,
               furniture, furnishings, fixtures and other property, appropriate
               clauses pursuant to which each party's insurance carriers waive,
               all rights of subrogation against the other party, its
               principals, agents and employees, with respect to losses payable
               under such policies, or appropriate clauses setting forth that
               such policies shall not be invalidated should the insured waive
               in writing prior to a loss any or all right of recovery against
               any party for losses covered by such policies. If either party at
               any time is unable to obtain inclusion of either of the clauses
               described in the preceding sentence, then such party shall have
               the other party named in such policies as an additional insured,
               as their interests may appear. If either party shall be named as
               an additional insured in accordance with the foregoing
               provisions, and if the main insured shall not be in default
               hereunder, and, if progress satisfactory to Landlord is being
               made with regard to repairs to any damage to the Premises or
               improvements therein, the additional insured shall promptly
               endorse to the order of the main insured, without recourse, any
               check, draft or order for the payment of money representing the
               proceeds of any such policy, or representing any other payment
               under such policies, and the additional insured hereby
               irrevocably waives any and all rights in and to such proceeds and
               payments. Each party shall advise the other party promptly as to
               the coverage or language of the clauses included in its insurance
               policies pursuant to this paragraph and shall notify the other
               party promptly of any cancellation or change of the terms of any
               such policies which would affect such clauses. All Certificates
               of Insurance provided hereunder shall set forth the waiver of
               subrogation provisions contained in the subject policy.

               (d)  Property and Casualty Insurance. Tenant covenants and agrees
                    -------------------------------
               to maintain standard property and casualty insurance covering its
               property located in, on or about the Premises. Said insurance
               shall be replacement cost, all risk coverage for all leasehold
               improvements other than the building standard improvements.
               Tenant shall deliver a Certificate of Insurance from its insurer
               to Landlord's agent prior to the Lease Commencement Date, and
               renewals thereof shall be delivered to

                                                           Initials: /s/ RP SS
                                                                    -----------

                                       11
<PAGE>

               Landlord's agent at least THIRTY (30) days prior to the
               expiration of any such policy.

DAMAGES TO
PREMISES OR
BUILDING       16. All breakage, injury or damage to the Premises or to
               Property, including damage to carpeting, wall finishes, and other
               items of improvement thereto, in any way caused by Tenant or its
               agents, employees, contractors, visitors, guests and invitees,
               shall be repaired at the expense of the Tenant, except those
               covered by standard fire and extended coverage perils insurance.
               Landlord shall make, or cause to be made, such necessary repairs,
               alterations and replacements, structural, nonstructural or
               otherwise, and any charge, costs or damages so incurred by the
               Landlord shall be paid by the Tenant. Landlord shall be entitled
               to regard such charges, costs or damages as additional rent,
               payable with the installment of Monthly Base Rent next becoming
               due under this Lease. This provision shall be construed as an
               additional remedy granted to Landlord and not in limitation of
               any other rights and remedies which Landlord has or may have.

WAIVER OF
LIABILITY
INDEMNITY      17. (a) Tenant's Property and Personal Injury.  All personal
                       -------------------------------------
               property of Tenant (for the purposes of this Section, the term
               "Tenant" shall include Tenant, its agents, employees,
               contractors, visitors, guests and invitees) contained in the
               Premises shall be and remain there at the sole risk of Tenant.
               Landlord and/or its agents and employees shall not be liable for
               any accident or damage to property of Tenant resulting from the
               use or operation of elevators, heating, cooling, electrical or
               plumbing apparatus, water, steam, or any other cause; nor shall
               they be liable for any personal injury to Tenant arising from the
               use, occupancy and/or condition of the Premises or Property
               unless such injury shall directly result directly from the gross
               negligence or willful misconduct of Landlord; nor shall they be
               liable in any event for any interruption or loss of Tenant's
               business. Notwithstanding any other language contained herein,
               Landlord and/or its agents and employees shall not be liable to
               Tenant for any loss, damage or injury to person or property, even
               if the same is caused by their negligence or willful misconduct,
               to the extent that Tenant is compensated therefore by Tenant's
               insurance.

               (b) Tenant's Indemnity. Tenant shall indemnify and hold Landlord
                   ------------------
               and it's agents and employees harmless from all loss, damage,
               liability, cost or expense incurred, suffered, or claimed by any
               person or entity by reason of injury, loss, or damage to any
               person, property or business resulting from any default hereunder
               by Tenant, or from Tenant's willful act, negligence or negligent
               or unlawful use of the Premises or the Property or anything

                                                           Initials: /s/ RP SS
                                                                     -----------

                                       12
<PAGE>

               therein, including but not limited to, water, steam, electricity,
               or other facilities or equipment. Landlord and/or its agents and
               employees assume no liability or responsibility whatsoever with
               respect to the conduct and operation of the business to be
               conducted by Tenant in the Premises, and shall not be liable for
               any accident or injury to any person or property which are caused
               by the conduct and operation of Tenant's business. Tenant agrees
               to indemnify and hold harmless Landlord, its agents and
               employees, against all such claims.

BANKRUPTCY     18. All of the terms and provisions of this paragraph 18 are made
               expressly subject to and governed by the provisions of the United
               States Bankruptcy Code and the orders, rulings and other
               determination of any bankruptcy court of appropriate jurisdiction
               relating to the Tenant and/or this Lease. Thus, any provision of
               this paragraph which is contrary to or in any way inconsistent
               with the provisions of the United States Bankruptcy Code or any
               order, ruling or other determination of any bankruptcy court of
               appropriate jurisdiction shall, be deemed invalid and of no force
               and effect.

               (a) In the event that Tenant shall become a Debtor under Chapter
               7 of the Bankruptcy Code, and the Trustee or Tenant shall elect
               to assume this Lease for the purpose of assigning the same or
               otherwise, such election and assignment may only be made if all
               of the terms and conditions of subsection (b) and subsection (d)
               of this Section 18 are satisfied. If such Trustee shall fail to
               elect or assume this Lease within sixty (60) days after the
               filing of the Petition, this Lease shall be deemed to have been
               rejected. Landlord shall be thereupon immediately entitled to
               possession of the Premises without further obligation to Tenant
               or Trustee, and this Lease shall be canceled, but Landlord's
               right to be compensated for damages in such liquidation
               proceeding shall survive.

               (b) In the event that a Petition for reorganization or adjustment
               of debts is filed concerning Tenant under Chapters 11 and 13 the
               Bankruptcy Code, or a proceeding is filed under Chapter 7 of the
               Bankruptcy Code and is transferred to Chapter 11 or 13, the
               Trustee or Tenant, as Debtor-In-Possession, must elect to assume
               this Lease within SEVENTY-FIVE (75) days from the date of the
               filing of the Petition under Chapters 11 or 13, or the Trustee or
               Debtor-In-Possession shall be deemed to have rejected this Lease.
               No election by the Trustee or Debtor-In-Possession to assume this
               Lease, whether under Chapters 7, 11 or 13, shall be effective
               unless each of the following conditions, which Landlord and
               Tenant acknowledge are commercially reasonable in the context of
               a bankruptcy proceeding of Tenant, have been satisfied, and
               Landlord has so acknowledged in writing:

               (1)  The Trustee or the Debtor-in-Possession has cured, or has
               provided Landlord adequate assurance (as defined below) that:


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                                                                    -----------

                                       13
<PAGE>

                    (A) Within TEN (10) days from the date of such assumption
                    the Trustee will cure all monetary defaults under this
                    Lease; and

                    (B) Within THIRTY (30) days from the date of such assumption
                    the Trustee will cure all non-monetary defaults under this
                    Lease.

               (2)  The Trustee or the Debtor-in-Possession has compensated, or
               has provided to Landlord adequate assurance (as defined below)
               that within TEN (10) days from the date of assumption, Landlord
               will be compensated for any pecuniary loss incurred by Landlord
               arising from the default of Tenant, the Trustee, or the Debtor-
               in-Possession as recited in Landlord's written statement of
               pecuniary loss sent to the Trustee or the Debtor-in-Possession.

               (3)  The Trustee or the Debtor-In-Possession has provided
               Landlord with adequate assurance of the future performance of
               each of Tenant's, Trustee's or Debtor-In-Possession's obligations
               under this Lease; provided, however, that:

                    (A) The Trustee or Debtor-In-Possession shall also deposit
                    with Landlord as security for the timely payment of rent, an
                    amount equal to THREE (3) months' base Rent and other
                    monetary charges accruing under this Lease; and

                    (B) If not otherwise required by the terms of this Lease,
                    the Trustee or Debtor-in-Possession shall al in advance on
                    the date Monthly Base Rent is payable, ONE-TWELFTH (1/12) of
                    Tenant's annual obligations under this Lease for operating
                    expenses real estate taxes, and similar charges.

                    (C) The obligations imposed upon the Trustee or Debtor-In-
                    Possession shall continue with respect to Tenant or any
                    assignee of the Lease after the completion of bankruptcy
                    proceedings.

               (4)  The assumption of the Lease will not:

                    (A) Breach any provision in any other lease, mortgage,
                    financing agreement or other agreement by which Landlord is
                    bound relating to the Building; or

                    (B) Disrupt, in Landlord's judgment the tenant mix of tic
                    Building or any other attempt by Landlord to provide a
                    specific variety of commercial tenants in the Building
                    which, in Landlord's judgment. would be most beneficial to
                    all of the tenants of the Building and would enhance the
                    image, reputation, and profitability of the Building.

                                                          Initials: /s/ RP SS
                                                                    -----------

                                       14
<PAGE>

                    (C) For purposes of this subsection (b), Landlord and Tenant
                    acknowledge that, in the context of a bankruptcy proceeding
                    of Tenant, at a minimum "adequate assurance" shall mean:

                         (i) The Trustee or the Debtor-In-Possession has and
                         will continue to have sufficient unencumbered assets
                         after the payment of all secured obligations and
                         administrative expenses to assure Landlord that the
                         Trustee or Debtor-In-Possession will have sufficient
                         funds to fulfill the obligations of Tenant under this
                         Lease, and to keep the Premises stocked with inventory
                         and properly staffed with sufficient employees to
                         conduct a fully-operational, actively promoted business
                         on the Premises; and

                         (ii) The Bankruptcy Court shall have entered an Order
                         segregating sufficient cash payable to Landlord and/or
                         the Trustee or Debtor-In-Possession shall have granted
                         valid and perfected first lien and security interest
                         and/or Mortgage in property of Tenant Trustee or
                         Debtor-In-Possession acceptable as to value and kind to
                         Landlord, to secure to Landlord the obligation of the
                         Trustee or Debtor-In-Possession to cure the monetary
                         and/or non-monetary defaults under this Lease within
                         the time period set forth above.

                    (c) in the extent that this Lease is assumed by a Trustee
                    appointed for Tenant or by Tenant as Debtor-In-Possession
                    under the provisions of subsection (b) hereof and thereafter
                    Tenant is liquidated of debts under Chapters 11 or 13 of the
                    Bankruptcy Code, then, and in either of such events,
                    Landlord may, at its option, tenant this Lease and all
                    rights of Tenant hereunder, by giving Tenant written notice
                    of its election to so terminate, by no later than THIRTY
                    (30) days after the occurrence of either of such events.

                    (d) If the Trustee or Debtor-In-Possession has assumed the
                    Lease pursuant to the terms and provisions of subsections
                    (a) or (b) herein, for the purpose of assigning (or elects
                    to assign) Tenant's interest under this Lease, or the estate
                    created thereby, to any other person, such interest or
                    estate may be so assigned only if Landlord shall acknowledge
                    in writing that the intended assignee has provided adequate
                    assurance as defined in this subsection (d) of future
                    performance of all of the terms, covenants and conditions of
                    this Lease to be performed by Tenant.

                    For purposes of this subsection (d), Landlord and Tenant
                    acknowledge that, in the context of a bankruptcy proceeding
                    of Tenant at a minimum "adequate assurance of future
                    performance" shall mean that each of the following
                    conditions have been satisfied, and Landlord has so
                    acknowledged in writing:

                                                          Initials: /s/ RP SS
                                                                    -----------

                                       15
<PAGE>

                    (1) The assignee has submitted a current financial statement
                    audited by a Certified Public Accountant which shows a net
                    worth and working capital in amounts determined to be
                    sufficient by Landlord to assure the future performance by
                    such assignee of Tenant's obligations under this Lease;

                    (2) The assignee, if requested by Landlord shall have
                    obtained guarantees in form and substance satisfactory to
                    Landlord from one or more persons who satisfy Landlord's
                    standards of creditworthiness;

                    (3) Landlord has obtained all consents or waivers from any
                    third party required under any lease, mortgage, financing
                    arrangement or other agreement by which Landlord is bound in
                    order to permit Landlord to consent to such assignment.

                    (e) When, pursuant to the Bankruptcy Code, the Trustee or
                    Debtor-In-Possession shall be obligated to pay reasonable
                    use and occupancy charges for the use of the Premises or any
                    portion thereof, such charges shall not be less than the
                    Base Rent as defined in this Lease and other monetary
                    obligations of Tenant for the payment of operating expenses,
                    real estate taxes, and similar charges.

                    (f) Neither Tenant's interest in the Lease, nor any lesser
                    interest of Tenant herein, nor any estate of Tenant hereby
                    created, shall pass to any trustee, receiver, assignee for
                    the benefit of creditors, or any other person or entity, or
                    otherwise by operation of law under the Laws of any state
                    having jurisdiction of the person or property of Tenant
                    (hereinafter referred to as the "state law") unless Landlord
                    shall consent to such transfer in writing. No acceptance by
                    Landlord of rent or any other payments from any such
                    trustee, receiver, assignee, person or other entity shall be
                    deemed to have waive nor shall it waive the need to obtain
                    Landlord's consent of Landlord's right to terminate this
                    Lease for any transfer of Tenant's interest under this Lease
                    without such consent.

                    (g) In the event the estate of Tenant created hereby shall
                    be taken in execution or by other process of law, or if
                    Tenant or any guarantor of Tenant's obligations hereunder
                    (hereinafter referred to as the "guarantor") shall be
                    adjudicated insolvent pursuant to the provisions of any
                    present or future insolvency law under state law, or if any
                    proceedings are filed by or against the guarantor under the
                    Bankruptcy Code, or any similar provisions of any future
                    federal bankruptcy law, or if a Receiver or Trustee of the
                    property of Tenant or the guarantor shall be appointed under
                    state law by reason of Tenant's or the guarantor's
                    insolvency or inability to pay its debts as they become due
                    or otherwise, or if any assignment shall be made of Tenant's
                    or the guarantor's property for the benefit of creditors
                    under state law, then and in such event Landlord may, at its
                    option, terminate this Lease and all rights of Tenant
                    hereunder by giving

                                                          Initials: /s/ RP SS
                                                                    -----------

                                       16
<PAGE>

                    Tenant written notice of the election to so terminate within
                    THIRTY (30) days after the occurrence of such event.

                    As used in this Section 18, the term "Tenant" shall include
                    any surety or other guarantor of this Lease.

CASUALTY            19. In the event of damage by fire or other casualty to the
                    Premises or any part thereof, this Lease shall not be
                    terminated unless otherwise provided hereinafter, but
                    Landlord shall diligently proceed to repair and restore the
                    same. During the period that Tenant is deprived of the use
                    of the damaged portion of the Premises, provided that such
                    damage was not caused by the negligence or willful
                    misconduct of Tenant, its agents, employees, contractors,
                    visitors, guests or invitees, the rent for the remainder of
                    the Premises shall be that portion of the total rent which
                    the area remaining that can be occupied bears to the total
                    area of the Premises, so long as Tenant shall be able to
                    operate its business normally: if Tenant shall be unable to
                    operate its business normally, then rent shall be abated
                    during such period. If during the Term of this Lease the
                    Premises shall be so damaged by fire or other casualty as to
                    be untenantable, then unless said damage be repaired within
                    ONE HUNDRED TWENTY (120) days after said fire or other
                    casualty, either party, upon written notice to the other
                    party given at any time following the expiration of ONE
                    HUNDRED TWENTY (120) days thereafter, may terminate this
                    Lease, in which case the rent and additional rent shall be
                    apportioned and paid to the date of said fire or other
                    casualty. In the event that the Building is so severely
                    damaged or destroyed by fire or other casualty (although the
                    Premises may not be affected) that Landlord shall decide
                    within SIXTY (60) days following such event of casualty not
                    to rebuild or construct the Building, then Landlord shall
                    give written notice to Tenant and this Lease and the tenancy
                    hereunder shall terminate in accordance with such notice.

CONDEM-
NATION              20. (a) Tenant agrees that if the Premises or a substantial
                    part thereof shall be taken, or sold under the threat of
                    condemnation, for public or quasi-public use or purpose by
                    or to any competent authority, this Lease shall fully
                    terminate as of the date of any such taking. Tenant shall
                    have no claim against Landlord and shall have no claim or
                    right to any portion of the award which may be made to
                    Landlord as a result of any such condemnation; all rights of
                    Tenant to damages therefor, if any, are hereby assigned by
                    Tenant to Landlord. Upon such condemnation or taking, the
                    Term of this Lease shall cease and terminate from the date
                    of such taking or condemnation, and Tenant shall have no
                    claim against Landlord for the value of any unexpired term
                    of this Lease, leasehold improvements, or good will.
                    Notwithstanding the foregoing, Tenant shall be free to
                    pursue a separate claim against the condemning authority for
                    the depreciated value

                                                           Initials: /s/ RP SS
                                                                    -----------

                                       17
<PAGE>

                    of its leasehold improvements, provided that any award to
                    Tenant shall not result in a diminution of any award to
                    Landlord.

                    (b) If less than a substantial part of the Premises is taken
                    or condemned, the rent for the remainder of the Premises
                    shall be that portion of the total rent which the area
                    remaining that can be occupied bears to the total area of
                    the Premises, effective on the date when title vests in such
                    governmental authority. The Lease shall otherwise remain in
                    full force and effect. For purposes hereof, a substantial
                    part of the Premises shall be considered to have been taken
                    if Tenant shall be unable to operate its business in its
                    normal and customary manner.

DEFAULT             21. (a) It is agreed that Tenant shall be in default if
                    Tenant shall fail to pay the rent (including any additional
                    rent) at the time the same shall become due and payable as
                    provided hereunder in Section 3(a) of this Lease, and Tenant
                    shall not cure such default within TEN (10) days after the
                    date due and payable for payment of such rent; or if Tenant
                    shall breach, violate, fail, or neglect to keep and perform
                    any of the other terms, covenants, or conditions herein
                    contained, or contained in the Building Instruments, and
                    Tenant shall not cure such breach within THIRTY (30) days
                    after written demand by Landlord therefor, or, if such
                    breach cannot reasonably be cured within such period, Tenant
                    shall fail to diligently attempt to cure such breach, or if
                    the Premises shall become vacant or abandoned (provided that
                    Landlord shall not construe any vacation or abandonment of
                    the Premises before the expiration of the Term hereof as a
                    default so long as Tenant continues to comply with all
                    covenants and conditions of the Lease).

                    (b) In the event of default by Tenant, then and in each such
                    case, Landlord may treat the occurrence of such event as a
                    breach of this Lease, and in addition to any and all other
                    rights or remedies of Landlord in this Lease or at law or in
                    equity provided it shall be, at the option of Landlord,
                    without further notice or demand of any kind to Tenant or
                    any other person:

                         (i) The right of Landlord, even though it may have
                         relet the Premises as hereinbelow provided, to declare
                         the Lease Term ended and to re-enter the Premises and
                         take possession thereof and remove all persons
                         therefrom, and Tenant shall have no further claim
                         thereon or thereto;

                         (ii) The right of Landlord to bring suit for the
                         collection of rent and other charges, as it accrues
                         pursuant to the terms of this Lease, and damages
                         (including without limitation reasonable attorneys'
                         fees and the cost of renovating the Premises) without
                         entering into possession of said Premises or canceling
                         this Lease;


                                                          Initials: /s/ RP SS
                                                                   -----------

                                       18
<PAGE>

                         (iii) The right of Landlord to re-enter or retake
                         possession of the Premises from Tenant by summary
                         proceedings or otherwise and to remove, or cause to be
                         removed, Tenant or any other occupants from the
                         premises in such manner as Landlord shall deem
                         advisable with or without legal process and using self-
                         help if necessary, and it is agreed that the
                         commencement and prosecution of any action by Landlord
                         in an unlawful detainer, ejectment or otherwise or any
                         judgment or decree obtained in any action to recover
                         possession of the Premises or any other re-entry and
                         removal shall not be construed as an election to
                         terminate this Lease whether or not such entry or re-
                         entry be had or taken under summary proceedings or
                         otherwise, and shall not be deemed to have absolved or
                         discharged Tenant from any of its obligations or
                         liabilities for the remainder of the Term. Tenant
                         shall, notwithstanding any such entry or re-entry,
                         continue to be liable for the payment of rent and the
                         performance of the other covenants, conditions and
                         agreements by Tenant to be performed as set forth in
                         this Lease, and Tenant shall pay to Landlord all
                         monthly deficits, after any such re-entry, in monthly
                         installments as the amounts of such deficits from time
                         to time are ascertained. In the event of any such
                         ouster, Landlord shall have the right but not the duty
                         to rent or lease the Premises to some other person,
                         firm or corporation (whether for a term greater or less
                         than or equal to the unexpired portion of the Term or
                         whether the spare leased by the new lease includes more
                         or less floor area than the Premises) upon such terms
                         and conditions and for such rental as the Landlord may
                         deem proper and to collect said rental and any other
                         rental that may thereafter become payable. In such
                         event, the rentals received by Landlord from such
                         reletting shall be applied: first, to the payment of
                         any indebtedness other than the rent due hereunder from
                         Tenant to Landlord: second, to the payment of any cost
                         of such reletting (including without limitations the
                         making of any alterations, repairs or decorations in
                         the Premises which Landlord deems advisable); third, to
                         the payment of the cost of any alterations and repairs
                         to the Premises; third, to the payment of rent due and
                         unpaid hereunder, and the residue, if any, shall be
                         held by Landlord and applied in payment of future rent
                         as the same may become due and payable hereunder.
                         Should that portion of such rentals received from such
                         reletting during any month, which is applied to the
                         payment of rent hereunder, be less than the rent
                         payable during that month by Tenant hereunder, then
                         Tenant shall pay such deficiency to Landlord. Such
                         deficiency shall be calculated and paid monthly; Tenant
                         shall have no right to any excess. Tenant shall also
                         pay to Landlord, as soon as ascertained, any costs and
                         expenses, including, but not limited to, brokerage
                         commissions and attorneys' fees, incurred by Landlord
                         in such reletting or in making such alterations and
                         repairs not covered by the rental received from such
                         reletting. Nothing herein contained shall

                                                             Initials: /s/ RP SS
                                                                      ----------
                                       19
<PAGE>

                  be construed as obligating the Landlord to relet the whole or
                  any part of the Premises whatsoever. In the event of any entry
                  or taking possession of the Premises as aforesaid, Landlord
                  shall have the right, but not the obligation, to remove
                  therefrom all or any part of the personal property located
                  therein and may place the same in storage at a public
                  warehouse at the expense and risk of the owner or owners
                  thereof. The terms "re-enter, or "re-entry" as used in this
                  Lease are not and shall not be restricted to their technical
                  meaning but are used in their broadest sense.

              (c) If Landlord elects to terminate this Lease under the
              provisions set forth above, Landlord may recover from Tenant as
              damages (all of which shall be immediately due and payable from
              Tenant to Landlord). in addition to its other remedies:

                  (i)   Any unpaid rent, including interest thereon, which is
                  due and owing at the time of such termination; plus

                  (ii)  That rent, including interest thereon, which would have
                  been earned after termination until the time of judgment; plus

                  (iii) A sum representing liquidated damages and not penalty
                  in an amount equal to the excess of the Base Rent for the
                  Premises at the time of termination and the additional rent
                  provided for in Section 4 above for the year in which this
                  Lease shall be terminated multiplied by the number of years
                  and fraction of a year then constituting the remainder of the
                  Term hereof, over the rental value of the Premises at the time
                  of termination for such unexpired Term, discounted at a rate
                  of SEVEN percent (7%) per annum to present value, less
                  commissions, advertising, cost of repairs and other expenses
                  incidental to reletting of such Premises.

                  Nothing herein contained shall limit or prejudice the right of
                  the Landlord to prove and obtain as liquidated damages in any
                  bankruptcy, insolvency, receivership, reorganization or
                  arrangement proceeding an amount equal to the maximum allowed
                  by any statute or rule of law governing such proceedings and
                  effect at the time when such damages are to be proved, whether
                  or not such amount be greater, equal to or less than the
                  amount of the excess referred to in the preceding sentence. In
                  determining the rental value of the Premises, the commercially
                  reasonable rental realized by any reletting accomplished or
                  accepted by Landlord within a reasonable time after
                  termination of this Lease, shall be deemed, prima facie, to be
                  the rental value.

                  (iv)  Any other amount necessary to compensate Landlord for
                  all the detriment directly caused by Tenant's failure to
                  perform its obligation

                                                           Initials: /s/ RP SS
                                                                     ----------

                                       20
<PAGE>

                  under this Lease or which in the ordinary course of things
                  would be likely to result therefrom including without
                  limitation to cost of renovating the Premises and reasonable
                  attorneys' fees; plus

                  (v)  At Landlord's election, such other amounts, in addition
                  to or in lieu of the foregoing, as may be permitted from time
                  to time by applicable law.

              (d) In the event of default all of the Tenant's fixtures,
              furniture, equipment, improvements additions, alterations, and
              other personal property shall remain on the Premises and in that
              event and continuing during the length of said default, Landlord
              shall have the right to take exclusive possession of same and to
              use the same, rent or charge free, until all defaults are cured
              or, at its option, at any time during the Lease Term, to require
              Tenant to forthwith remove same. In connection with the foregoing,
              Landlord shall have a lien upon the property of Tenant in the
              Premises during the Lease Term for the amount of any unpaid rent
              or other sum due from Tenant hereunder. Except upon expiration of
              this Lease where no default exists in the payment of rent or other
              sums due from Tenant hereunder, Tenant shall not remove any of
              Tenant's property from the Premises without the prior written
              consent of Landlord, other than pursuant to sale thereof in the
              regular course of its business, and Landlord shall have the right
              and privilege at its sole option and discretion, to take
              possession of all property of Tenant in the Premises. to store the
              same in said Premises, or to remove it therefrom and store it in
              such place as may be selected by Landlord, at Tenant's risk and
              expense. in accordance with such lien and of any rights of
              distraint it may possess against Tenant's said property.

              (e) In the event of a breach or threatened breach by Tenant of any
              of the covenants or provisions hereof, Landlord shall have the
              right of injunction and the right to invoke any remedy allowed at
              law or in equity as if re-entry, summary proceedings and other
              remedies were not therein provided for; and in such event Landlord
              shall be entitled to recover from Tenant. payable as additional
              rent hereunder, any and all reasonable expenses as Landlord may
              incur in connection with its efforts to secure such injunctive
              relief or other remedy at law or in equity, such as court costs
              and attorneys' fees. Landlord and Tenant hereby expressly waive
              trial by jury in any action, proceeding or counterclaim, brought
              by either of them against the other, on any matter whatsoever
              arising out of or in any way connected with this Lease, their
              relationship as Landlord and Tenant Tenant's use and occupancy of
              the Premises and/or any claim of injury or damage. If Landlord
              shall commence any proceeding for non-payment of rent, or any
              other payment of any kind to which Landlord may be entitled or
              which it may claim hereunder, Tenant will not interpose any
              counterclaim or set-off of whatever nature or description in any
              such

                                                           Initials: /s/ RP SS
                                                                     ----------

                                       21
<PAGE>

               proceeding, the parties hereto specifically agreeing that
               Tenant's covenants to pay rent or any other payments required of
               it hereunder are independent of all other covenants and
               agreements herein contained, provided, however, that this shall
               not be constructed as a waiver of Tenant's rights to assert such
               a claim in any separate action brought by Tenant. Tenant further
               waives any right of defense which may have to claim a merger, and
               neither the commencement of any action or proceeding settlement
               thereof nor entering of judgment shall bar Landlord from bringing
               subsequent actions or proceedings from time to time Mention in
               this Lease of any particular remedy shall not preclude Landlord
               from any other remedy at law or in equity to which it may be
               entitled. Tenant hereby expressly waives any and all rights of
               redemption granted by or under any present or future laws in
               event of Tenant being evicted or dispossessed for any cause, or
               in the event of Landlord obtaining possession of the Premises by
               reason of the violation by Tenant of any of the covenants and
               conditions of this Lease, or otherwise.

               (f) It is further provided that, if legal proceedings are
               instituted hereunder, and a compromise or settlement thereof
               shall be made, it shall not he constituted as a waiver of any
               breach of any covenant, condition or agreement herein contained.

               (g) No payment by Tenant or receipt by Landlord of a lesser
               amount than the Monthly Base Rent herein stipulated shall be
               deemed to be other than on account of the earliest stipulated
               rent then due, nor shall any endorsement or statement on any
               check or any letter accompanying any check or payment of rent be
               deemed an accord and satisfaction, and Landlord may accept such
               check or payment without prejudice to Landlord's right to recover
               the balance of such rent or to pursue any other remedy.

               (h) Should Tenant fail to pay rent (including any additional
               rent) as and when the same is due, Landlord shall not be required
               to wait until the expiration of the Term hereof to sue for
               Landlord's loss or damages, but shall have the right to sue from
               time to time to recover unpaid rent and other damages as provided
               in this Lease. Landlord shall have the option to declare the
               entire balance of the Base Rent (including annual increases as
               provided herein) immediately due and payable upon failure by
               Tenant to cure any default within the rime prescribed herein.
               Landlord shall have the further option to defer action until the
               expiration of the Term, in which event the cause of action shall
               not be deemed to have accrued until the date of expiration all
               rights and remedies of Landlord under this Lease shall be
               cumulative and shall not be exclusive of any other rights and
               remedies provided to Landlord under applicable law.

                                                           Initials: /s/ RP SS
                                                                     ----------

                                       22
<PAGE>

               (i)  If, prior to the commencement of the Term of this Lease,
               Tenant notifies Landlord of or otherwise unequivocally
               demonstrates an intention to repudiate this Lease, Landlord may,
               at its option, consider such anticipatory repudiation a breach of
               this Lease. In addition to any other remedies available to it
               hereunder or at law or in equity, Landlord may retain all rent
               paid upon execution of the Lease arid the security deposit, if
               any, to be applied to damages of Landlord incurred as a result of
               such repudiation, including, without limitation, attorneys' fees,
               brokerage fees, costs of reletting and loss of rent. It is agreed
               between the parties that for the purpose of calculating
               Landlord's damages, in a building which has other available space
               at the time of Tenant's breach, Landlord shall have no obligation
               to rent the Premises prior to other space in the Building.

SUBORDI-
NATION         22. This Lease is subject and subordinate to all ground or
               underlying leases, if any, and to any deeds of trust which may
               now or hereafter affect this Lease or the Property, and to all
               renewals, modifications, consolidations, replacements and
               extensions thereof. Notwithstanding the foregoing. Tenant shall
               have the right to keep the Lease in full force and effect so long
               as Tenant shall fully comply with all the terms of this Lease.
               This clause shall be self-operative and no further instrument of
               subordination shall be necessary to effect the subordination of
               this Lease to the lien of any such lease, mortgage or deed of
               trust. In confirmation of such subordination, however, Tenant
               shall execute promptly any such certificate or subordination
               agreement that Landlord may request. Tenant hereby constitutes
               and appoints Landlord as Tenant's attorney-in-fact to execute any
               such certificate(s) for and on behalf of Tenant, said appointment
               to be a power coupled with an interest and irrevocable during the
               Term of this Lease. In the event of any proceeding to terminate
               any ground or underlying lease, or in the event of any proceeding
               for the foreclosure of any mortgage or deed of trust to which
               this Lease is subordinate, the ground lessor, purchaser, assignee
               or other Successor to Landlord's rights, shall have the option to
               terminate or cancel this Lease; if this Lease is not so
               terminated or canceled. Tenant shall attorn to the Lessor
               thereunder or to the purchaser at the foreclosure sale.

               Upon request and with reasonable notice from Tenant, Landlord
               shall obtain a non-disturbance agreement on Tenant's behalf from
               each existing Mortgagee (and any future mortgagees upon request
               by Tenant) on such Mortgagees's commercially reasonable standard
               form (and in recordable form) agreeing that such Mortgagee or any
               purchaser in a foreclosure sale shall recognize and be bound by
               the terms of this Lease upon a foreclosure or deed in lieu
               thereof (as long as no Event of Default exists hereunder).

                                                            Initials: /s/ RP SS
                                                                     ----------

                                       23
<PAGE>

HOLDOVER
PROVISIONS     23. If Tenant shall remain in the Premises, with the knowledge
               and written consent of Landlord, after the expiration of the Term
               of this Lease, or any renewal or extension thereof, Tenant shall
               become a tenant from month to month at ONE HUNDRED TEN PERCENT
               (110%) of the monthly rental for the last month of the Lease
               Term, commencing on the first day next after the Lease Expiration
               Date. Tenant shall give to Landlord at least THIRTY (30) days
               written notice of any intention to quit the Premises, and Tenant
               shall be entitled to THIRTY (30) days written notice to quit
               except in the event of default hereunder. All other terms and
               conditions of this Lease shall remain in full force and effect
               Provided, however, that in the event that Tenant shall hold over
               without Landlord's knowledge and consent, then at any time prior
               to Landlord's acceptance of rent from Tenant as a monthly tenant
               hereunder, Landlord, at its option, may re-enter and take
               possession of the Premises without process, or by any legal
               proceeds in force in the jurisdiction in which the Building is
               situated.

SUCCESSORS'
OBLIGATION     24. It is agreed that all rights, remedies and liabilities
               hereunder given to or imposed upon either of the parties hereto
               shall extend to their respective heirs, successors, executors,
               administrators and assigns. This provision shall not be deemed to
               grant Tenant any right to assign this Lease or to sublet the
               Premises, except as set forth in Section 7 above. Tenant
               acknowledges Landlord might not be, now or in the future, the
               owner of the fee interest in the Premises, the Building and/or
               Land. The term "LANDLORD" as used in this Lease is hereby defined
               to be only the then current owner or mortgagee in possession of
               the Premises. In the event of any sale or sales by the then
               current Landlord hereunder to any party then, from and after the
               closing of such sale or lease transaction, the Landlord whose
               interest is thus sold or leased shall be and hereby is completely
               released and forever discharged from and of all covenants,
               obligations and liabilities of Landlord hereunder thereafter
               accruing.

RULES AND
REGULATIONS    25. The Tenant covenants that the rules and regulations set forth
               in Exhibit A, attached hereto and incorporated herein by
               reference, and such other and further rules and regulations as
               the Landlord may make and furnish to the Tenant, and which in
               Landlord's judgment are necessary or appropriate for the general
               well-being, safety, care and cleanliness of the Premises and the
               Building together with the appurtenances, shall be faithfully
               kept. observed and performed by Tenant, and by Tenant's agents,
               servants, employees and guests unless waived in writing by the
               Landlord. All such rules and regulations shall be enforced in a
               consistent manner by Landlord against all tenants in the
               Buildings. Any failure by Landlord to enforce any rule or
               regulation against any party shall not be

                                                           Initials: /s/ RP SS
                                                                     ----------

                                       24
<PAGE>

               deemed a waiver of such rule or regulation or of Landlord's
               further right to enforce the same.

REPRESEN-
TATIONS,
WARRANTIES
AND
COVENANTS
OF LANDLORD    26.  Landlord's Covenants.  Landlord covenants that it has the
                    --------------------
               right to make this Lease for the term aforesaid, and that if
               Tenant shall pay the rent and performs all of the covenants,
               terms, conditions, and agreements of this Lease to be performed
               by Tenant, Tenant shall, during the Term, be able to freely,
               peaceably and quietly occupy and enjoy the full possession of the
               Premises without molestation or hindrance by Landlord or any
               party claiming through or under Landlord, subject to other
               provisions contained in This Lease.

               (a) Landlord shall maintain during the term of this Lease, all
               risk coverage for the Building in the amount of the full
               replacement value thereof together with comprehensive general
               liability insurance.

               (b) Landlord represents and warrants to Tenant as follows: To the
               best of Landlords knowledge after due inquiry, no governmental
               regulated hazardous or toxic substances have been used,
               processed, released, discharged, generated, treated, stored or
               disposed of on the Premises, the Building or the land upon which
               the Building is located (the "Land") and no hazardous or toxic
               substances currently exist on or about the Premises, the Building
               or the Land and, to the best of Landlord's knowledge, any
               adjacent property. In the event Landlord becomes aware of any
               governmental regulated hazardous or toxic substances that have
               been used, processed, released, discharged, generated, treated,
               stored or disposed of on the Premises, the Building or the land
               upon which the Building is located (the "Land"). Landlord shall
               remove or otherwise contain any such substances within thirty
               (30) days after Landlord becomes aware of such hazardous or toxic
               substances.

RESERVA-
TIONS OF
RIGHTS OF
ADDRESS        27. Tenant hereby acknowledges that the Landlord retains the
               following rights: (i) to change the street address and/or name of
               the Building and/or name of the Building and/or the arrangement
               and/or location entrances, passageways, doors, doorways,
               corridors., elevators, stairs, toilets, or other public parts of
               the Building and to make improvements, alterations, additions,
               installations, eliminations and changes to the Building, Land.
               parking facilities, or any part thereof, provided that such
               changes do not

                                                           Initials: /s/ RP SS
                                                                    ----------

                                       25
<PAGE>

               unreasonably interfere with Tenant's use and occupancy of the
               Premises or conduct of its business (except in the event of an
               emergency); (ii) to erect, use, and maintain pipes and conduits
               in and through the Premises; (iii) to grant to anyone the
               exclusive right to conduct any particular business or undertaking
               in the Building; (iv) to install and maintain signs on the
               Building and/or Land; and (v) have passkeys to the Premises-
               Landlord may exercise any or all of the foregoing rights without
               being deemed to be guilty of an eviction, actual, or
               constructive, or a disturbance or interruption of the business of
               Tenant or Tenants use or occupancy of the Premises.

CONSTRUC-
TION OF
LEASEHOLD
IMPROVEMENTS   28.  Landlord's Standard Work. It is understood and agreed that
                    ------------------------
               Tenant will take the Premises in "AS-IS" condition upon
               commencement of this Lease Agreement. All Leasehold Improvements
               existing in the Premises upon occupancy of Tenant or made by or
               for Tenant after commencement of any lease term with Landlord
               shall remain as the sole property of the Landlord, and in no
               event shall Tenant remove any Leasehold improvements from the
               Premises.

               Landlord agrees that it will perform a reasonable turnkey build-
               out for Tenant, at Landlord's sole cost and expense, up to a
               maximum allowance of EIGHT AND 00/100 DOLLARS ($8.00) PER SQUARE
               FOOT, providing building standard work using building standard
               specifications, materials and color selections, in quantities
               necessary to build-out the Premises substantially in accordance
               with Tenant's Plans, which plans shall be mutually agreed upon by
               Landlord and Tenant, and shall be attached hereto and made a part
               hereof as Exhibit "B".

MECHANIC
LIENS          29. Tenant shall not do, or suffer to be done, any act, matter or
               thing whereby the Premises (or Tenants interest therein), or any
               part thereof, may be encumbered by any mechanics' or
               materialmen's lien and/or any other lien or encumbrance. Tenant
               shall discharge, within ten (10) business days after the dare of
               filing, any mechanic's, or materialmen's or other liens filed
               against the Premises, or Tenant interest therein, or any part6
               thereof, purporting to be for work or material furnished, or to
               be furnished, to Tenant.

PARKING        30. Landlord agrees to provide for the use of Tenant in common
               with others, a surface parking area adjacent to the Building in
               which the Demised Premises are located. The Landlord reserves the
               right to promulgate rules and regulations relating to the use of
               such surface parking area, including such limitations as may, in
               the opinion of the

                                                           Initials: /s/ RP SS
                                                                     ----------

                                       26
<PAGE>

               Landlord, be necessary and desirable. Tenant and Tenant's
               employees shall park their vehicles only in those portions of the
               parking areas designated for employee parking by the Landlord.
               Further, Tenant and its employees are expressly prohibited from
               parking in any portion of the parking area designated or marked
               for visitor parking only. Tenant, shall within FIVE (5) days
               after taking possession of the Demised Premises, furnish Landlord
               or its agent with the vehicle license numbers assigned to
               Tenant's vehicles and the vehicles of Tenant's employees, and
               shall thereafter notify the Landlord or its agent of any changes
               within FIVE (5) days after such changes occur. In the event that
               the Tenant or any of its employees shall park their vehicles in
               any portion of the parking area other than that portion
               designated for that purpose, then the Landlord shall have the
               right, at Landlord's option, to assess Tenant a fine or penalty
               for any such improperly parked vehicle, and/or to have any such
               improperly parked vehicle towed at Tenant's expense. As an
               inducement to enter into this Lease Agreement, Landlord agrees to
               assign FOUR (4) parking spaces in the parking lot of the Building
               specifically designated for Tenant.

GENDER         31. Feminine or neuter pronouns shall be substituted for the
               masculine form, and the plural shall be substituted for the
               singular number, in any place or places herein in which the
               context may require such substitution or substitutions. Landlord
               and Tenant, as a matter of convenience, have been referred to in
               neuter form.

NOTICES        32. All notices required or desired to be given hereunder by
               either party to the other shall be hand delivered or given by
               certified or registered mail, first-class postage prepaid, return
               receipt requested. Notices to the respective parties shall be
               addressed as follows:

                  To LANDLORD:
                     ANNANDALE FINANCIAL CENTER JOINT VENTURE
                     c/o Southern Management Corporation
                     1950 Old Gallows Road, Suite 600
                     Vienna, VA 22182

                  To TENANT:
                     ONESOFT CORPORATION
                     ATTN: James McIntyre, IV, President
                     7010 Little River Turnpike, Suite 410
                     Annandale, VA 22003

                  Either party may, by like written notice, designate a new
                  address to which such notices shall be directed.
ESTOPPEL
CERTIFICATES   33. Tenant agrees, at any rime and from time to time, upon not
               less than FIVE (5) days prior written notice by Landlord, to
               execute, acknowledge

                                                           Initials: /s/ RP SS
                                                                    ----------

                                       27
<PAGE>

               and deliver to Landlord a statement in writing (i) certifying
               that this Lease is unmodified and in full force and effect (or if
               there have been modifications, that the Lease is in full force
               and effect as modified and stating the modification); (ii)
               stating the dates to which the rent and any other charges
               hereunder have been paid by Tenant; (iii) stating whether or not
               to the best knowledge of Tenant, Landlord is in default in the
               performance of any covenant; (iv) stating the address to which
               notices to Tenant should be sent; and (v) any other information
               as may be reasonably required. Any such statement delivered
               pursuant hereto may be relied upon by any owner of the Building
               or the Land, any prospective purchaser of the Building or the
               Land, any mortgagee or prospective mortgagee of the Building or
               the Land or of Landlord's interest in either, or any prospective
               assignee of any such mortgagee.

SECURITY
DEPOSIT        34. To secure the full faith performance by Tenant of all of the
               obligations, covenants, conditions and agreements to be
               fulfilled, kept, observed, and performed by Tenant, Tenant shall
               tender Landlord the sum of SIX THOUSAND TWO HUNDRED AND 00/100
               DOLLARS ($6,200.00) which sum shall be held as a security deposit
               ("SECURITY DEPOSIT') and applied towards its damages and/or
               remedies in the event of Tenants default. Landlord's rights
               against Tenant in the event of Default shall in no way be limited
               or restricted by this security deposit. Upon the expiration of
               this Term (or any renewal or extension thereof in accordance with
               this Lease), Landlord shall, provided that tenant is not in
               default under the terms hereof, return and pay back such security
               deposit to tenant, less such portion thereof as Landlord shall
               have appropriated to cure any default by tenant with respect to
               any of Tenant's aforesaid obligations, covenants, conditions and
               agreements and no damages or expenses incurred by Landlord. In
               the event of any default by Tenant hereunder, Landlord shall have
               the right, but not the obligation to apply all or any portion of
               the Security Deposit to cure such default, in which event, Tenant
               shall be obligated to promptly deposit with the Landlord the
               amount necessary to restore the Security Deposit to its original
               amount. In the event of the sale or transfer of Landlord's
               interest in the Building, Landlord shall have the right to
               Transfer the Security Deposit to such purchaser or transferee in
               which event Tenant shall look only to the new Landlord for the
               return of the Security Deposit and Landlord shall thereupon be
               released from all liability to Tenant for the return of such
               Security Deposit.

GOVERNING
LAW            35. The parties agree that the laws of the Commonwealth of
               Virginia shall govern the validity, performance and enforcement
               of this Lease.

                                                            Initials : /s/ RP SS
                                                                     -----------

                                       28
<PAGE>

BROKERS        36. Landlord and Tenant each represent and warrant that neither
               of them has employed any broker to negotiate the terms of this
               Lease.

WAIVER OF
BREACH         37. No delay in exercising or failure to exercise any right or
               power hereunder by Landlord shall impair any such right or shall
               be construed as a waiver of any breach or default, or as
               acquiescence thereto. One or more waivers of any covenants, terms
               or conditions of this Lease by Landlord shall not be construed by
               the other party as a waiver of a continuing or subsequent breach
               of the same covenant, term or condition. The consent or approval
               by Landlord to or of any act by Tenant of a nature requiring
               consent or render unnecessary consent to or approval of any
               subsequent similar act. No provision of this Lease shall be
               deemed to have been waived by Landlord, unless such waiver be in
               writing signed by Landlord.

SEVERABILITY
OF CLAUSES     38. If any term or provision of this Lease or the application
               thereof to any person or circumstance shall to any extent be
               invalid or unenforceable, the remainder of this Lease, or the
               application of such term or provision to persons or circumstances
               other than to those as to which it is held invalid or
               unenforceable, shall not be affected thereby, and each term and
               provision of the Lease shall be valid and be enforced to the
               fullest extent permitted by law.

CAPTIONS FOR
CONVENIENCE    39  The titles of the sections and paragraphs throughout this
               Lease are for convenience and reference only, and the words
               contained therein shall be in no way held to explain, modify,
               amplify or aid in the interpretation, construction or meaning of
               the provisions of this Lease.

DUPLICATE
COUNTERPARTS
AS ORIGINALS   40. This Lease may be executed in one or more counterparts, each
               of which shall be an original, and all of which shall constitute
               one and the same instrument.

ENTIRE
AGREEMENT      41. This Lease Constitutes the entire agreement between the
               parties and no earlier statements or prior written matter shall
               have any force or effect. Tenant is not relying on any
               representations or agreements other than those contained in this
               Lease. This Lease shall not be modified or canceled except by
               written instrument executed by both parties.

                        (SIGNATURES ON FOLLOWING PAGE.)

                  WITNESSETH the following signatures and seals:

                                                           Initials : /s/ RP SS
                                                                     -----------

                                       29
<PAGE>

WITNESS:                            LANDLORD:

                                    ANNANDALE FINANCIAL CENTER
                                    JOINT VENTURE
                                    a Maryland general partnership


/s/ Sabrina Morell                  By: /s/ Susan M. Scott
------------------------------          --------------------------------

                                    Its: Agent
                                         -------------------------------

                                    Date: 11/4/98
                                          ------------------------------



ATTEST:                             TENANT:

                                    ONESOFT CORPORATION
                                    a Delaware corporation


                                    By: /s/ Randall Pevin
______________________________          --------------------------------
Corporate Secretary [Seal]
                                    Its: Vice President
                                         -------------------------------

                                    Date: 10/27/98
                                          ------------------------------


                                                            Initials : /s/ RP SS
                                                                     -----------

                                       30
<PAGE>

                                  EXHIBIT "A"
                                  -----------

                     RULES AND REGULATIONS OF THE BUILDING

The Tenant covenants that the following "RULES and REGULATIONS", and such other
and further Rules and Regulations as the Landlord may make and which in the
Landlord's judgement are needful for the general well being, safety, care and
cleanliness of the Premises and the building of which they are a part together
with their appurtenances, shall be faithfully kept, observed and performed by
the Tenant, and by his agents, servants, employees and guests unless waived in
writing by the Landlord.

     a.   The sidewalks, entrances, passages, courts, elevators, vestibules,
stairways, corridors or halls or other parts of the Building not occupied by any
tenant shall not be obstructed or encumbered by any tenant or used for any
purpose other than ingress or egress to and from the Premises. Landlord shall
have the right to control and operate the public portions of the Building, and
the facilities furnished for the common use of the tenants, in such manner as
Landlord reasonably deems best for the, benefit of the tenants generally. No
tenant shall permit the visit to the Premises of persons in such numbers or
under such conditions as to materially interfere with the use and enjoyment by
other tenants of the entrances, corridors, elevators and other public portions
or facilities of the Building.

     b.   No awning or other projections shall be attached to the outside walls
of the building, without the prior written consent of Landlord. Notwithstanding
the existing window coverings, no drapes, blinds, shades, or screens shall be
attached to or hung in, or used in connection with, any window or door of the
Premises, without the prior written consent of Landlord. Such awnings,
projections, curtains, blinds, screens or other fixtures must be of a quality,
type, design, and color, and attached in a manner approved by Landlord.

     c.   The doors leading to the corridors or main halls shall be kept closed
during business hours except as they may be used to ingress or egress. No
additional locks shall be placed upon any doors of the Premises, nor shall any
changes be made in existing locks of the mechanisms thereof; except that Tenant
shall have the right at its expense to install security locks on all entry doors
and fire doors opening into the Premises, and also on the doors to any offices
within the Premises, provided Tenant at the termination of its occupancy shall
provide Landlord all keys either furnished to, or otherwise procured by Tenant,
and in the event of the loss of any keys so furnished, Tenant shall pay to
Landlord the cost to replace. Tenant further agrees that, should Landlord so
require, Tenant will at its expense remove any additional locks which it
installed or caused to be installed, reinstall the original hardware, and repair
to Landlord's reasonable satisfaction any damage to doors or frames. Tenant
agrees to give access upon reasonable request to any such locked area(s).

     d.   Tenant shall not construct, maintain, use or operate within the
Premises or elsewhere in the Building of which the Premises form a part or on
the outside of the Building, any equipment or machinery which produces music,
sound or noise which is audible beyond the Premises.

                                                           Initials : /s/ RP/SS
                                                                    -----------
<PAGE>

     e.   There shall be no marking, painting, drilling into or in any way
defacing any part of the Premises or the Building with the exception of affixing
wall decorations, shelving and like items within the Premises. No Tenant shall
throw anything out of the doors or windows or down the corridors or stairs.

     f.   The employees of the Landlord are prohibited as such from receiving
any packages or other articles delivered to the Building for the Tenant, and
should any such employee receive any such packages or articles, he or she in so
doing shall be the agent of the Tenant and not of the Landlord.

     g.   The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings. rubbish, rags, or other substances shall be thrown therein. All
reasonable costs for damages resulting from any misuse of the fixtures shall be
borne by the Tenant who, in whose servants, employees, agents, visitors, or
licensees, shall have caused same.

     h.   No vehicles or animals, except for animals whose function is to assist
disabled persons of any kind shall be brought into or kept in or about the
Premises or the Building, and no cooking shall be done or permitted by the
Tenant on the demised premises except in kitchens constructed as part of Tenant
Improvements. No Tenant shall cause or permit any objectionable odors to be
produced upon or emanate from the Premises

     i.   Neither Tenant nor any of Tenant's servants, employees, agents.
visitors or licensees, shall at any time bring or keep upon the Premises any
inflammable, combustible or explosive fluid, chemical or substance except normal
and customary office supplies.

     j.   Canvassing, soliciting and peddling in the Building is prohibited and
tenant shall cooperate to prevent the same.

     k.   Any person employed by Tenant to do janitorial work within the
Premises must first obtain Landlord's consent and such person shall, while in
the Building and outside of said demised premises, comply with all instructions
issued by the superintendent of the Building,

     l.   There shall not be used in any space, or in the public halls of the
Building, either by any tenant or by jobbers or others, in the delivery or
receipt at merchandise, any hand trucks, except those equipped with rubber
tires.

     m.   Access plates to under floor conduits must be left exposed. Where
carpet is installed, carpet must be cut around access plates. Electric and
telephone floor distribution boxes must remain accessible at all times.

     n.   Tenant shall use reasonable efforts to adjust thermostat, if
adjustable, to the setting which uses the least amount of energy upon leaving
the Premises daily.

     o.   Mats, trash, or other objects are not permitted in the public
corridors.

                                                            Initials : /s/ RP SS
                                                                     -----------

                                       2
<PAGE>

     p.   Landlord and/or its parking contractor shall have the right to
establish reasonable rules and regulations for the use of all parking facilities
at the Building.

     q.   Landlord shall have the right to determine when Tenant may move its
property; i.e., furnishings, files, etc., into or out of the Premises. Tenant
shall request permission from Landlord for any such move, and shall abide by
Landlord's reasonable rules regarding any such move.

     r.   Tenant shall purchase and maintain comprehensive public liability and
property damage insurance on the Premises, protecting Landlord and Tenant
against loss, cost, or expense by reason of injury or death to persons or damage
to or destruction of property by reason of the use and occupancy of the Premises
by Tenant and its invitees, such insurance to be carried by reputable companies
and having limits of not less than $1,000,000.00 for injury to or death of any
one person, $1,000,000.00 for each accident and $1,000,000.00 for property
carnage.

     s.   No tenant shall purchase spring water, ice, coffee, soft drinks,
towels or other like service, from any company or persons whose repeated
violations of the Building regulations have caused, in Landlord's opinion, a
hazard or nuisance to the Building and/or its occupants.

     t.   Landlord reserves the right to exclude from the Building at all times
any person who is not known or does not properly identify himself/herself to the
Building management or night watchman on duty. Landlord may at its option,
require all persons admitted to or leaving the Building between the hours of
6:00 P.M. and 8:00 A.M., Monday through Friday, and at all times on Saturdays,
Sundays and legal holidays, to register. Tenant shall be responsible for all
persons for whom he authorizes entry into or exit out of the Building, and shall
be liable to Landlord for all acts of such persons.

     u.   The Premises shall not be used for lodging or sleeping or for any
illegal purpose. The Premises shall never, at any time, be used f or any
immoral, disorderly, unlawful or hazardous purposes nor for any other purposes
than hereinbefore specified; and will not manufacture any commodity therein.

     v.   Landlord shall not maintain suite finishes which are nonstandard, such
as kitchen appliances, wallpaper. special light, etc. However, should the need
for repairs arise, at Tenant's request, Landlord will arrange for the work to be
done at the Tenant's expense. Tenant shall have the right to select a contractor
for said repairs subject however to Landlord's reasonable approval.

     w.   No auction sales shall be conducted in the Building without Landlord's
consent.

     x.   No tenant shall use any other method of heating than that provided by
the Landlord without the Landlord's consent.

     y.   When reasonably necessary to control the climate, and upon request of
Landlord, Tenant shall keep window coverings closed at the appropriate time of
day to prevent direct solar penetration of the Premises.

                                                            Initials : /s/ RP SS
                                                                     -----------
<PAGE>

Landlord agrees to advise Tenant in writing of any additions to, deletions from,
or changes in the foregoing Rules and Regulations. In the event that Tenant is
in violation of any Building rule or regulation, Landlord shall notify Tenant in
writing of the same, and shall allow Tenant a reasonable period of time within
which to comply with such rule and regulation. Failure of Tenant to comply
within such period of time shall constitute a material default under the terms
and conditions of this Lease.

                                                            Initials : /s/ RP SS
                                                                     -----------