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                                                                   Exhibit 10.13

     THIS AGREEMENT OF LEASE (the "LEASE") made this 11th day of July 1997, 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.(a) 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 described as follows: Approximately FOUR THOUSAND
                      EIGHT HUNDRED NTNETY-SIX (4,896) RENTABLE SQUARE FEET as
                      shown on Exhibits A-1 and A-2 attached hereto and
                      incorporated herein by reference, consisting of ONE
                      THOUSAND EIGHT HUNDRED SIXTY (1,860) RENTABLE SQUARE FEET
                      located in Suite 430, and THREE THOUSAND THIRTY-SIX
                      (3,036) RENTABLE SQUARE FEET located in Suite 410 in the
                      Building known as "ANNANDALE FINANCIAL CENTER", located at
                      7010 Little River Turnpike, Annandale, Virginia 22203
                      (hereinafter referred to as the "Premises").

EARLY TERMINATION     1.(b) As an inducement to execute the following Lease, and
                      providing Tenant does execute this Agreement of Lease,
                      Landlord does hereby agree to waive any penalties for
                      early termination of the Tenant's Lease for the Premises
                      known as Suite 250, Annandale Financial Center, 7010
                      Little River Turnpike. Annandale, Virginia; and, further,
                      Landlord hereby incorporates Suite 430 into this new Lease
                      Agreement, thereby making void the Lease Agreement signed
                      April 15. 1995 for said Suite 430.

TERM                  2.(a) The term of this Lease shall commence on the earlier
                      of (i) the "Substantial Completion" of Landlord' s
                      construction of the Premises or (ii) September 1, 1997
                      (the "LEASE COMMENCEMENT DATE"), expiring THREE (3) 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

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                      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 rent-free
                      (Suite 410) 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, 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:

                      ANNUAL                   MONTHLY               RENT PER
LEASE YEAR            BASE REPORT              BASE RENT             SQUARE FOOT
----------            -----------              ---------             -----------
       1              $ 80,784.00             $ 6,732.00             $   16.50
       2              $ 83,207.52             $ 6,933.96             $   17.00
       3              $ 85,680.00             $ 7,140.00             $   17.50

                      Tenant shall pay all rent to Landlord at the office of
                      Landlord, or to such other party or at such other address
                      as Landlord max' 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%)

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                      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 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 EXPENSES    4. (a) Tenant shall pay, as additional rent, for its
AND REAL ESTATE       Proportionate Share on operating expenses and real estate
TAXES                 taxes for the Land and Building (including real estate
                      taxes and operating expenses for the Land which may be
                      paid as part of the Ground Rent, if any), in excess of the
                      total operating expenses and real estate taxes for the
                      Land and Building for the calendar year 1997 (hereinafter
                      referred to as the "BASE YEAR") as follows:

                             (i)  Commencing ONE (1) year after the Lease
                      Commencement Date, Tenant shall pay to Landlord, on the
                      first day of each calendar month, an amount equal to
                      ONE-TWELFTH (1/12) of Tenant's Proportionate Share of
                      Landlord's reasonable estimate (as adjusted annually) of
                      the amount by which the sum of such operating expenses and
                      real estate taxes for the then-current calendar year will
                      exceed the actual amount thereof for the Base Year.

                             (ii) Within ONE HUNDRED TWENTY (120) days following
                      the end of each calendar year, Landlord shall furnish
                      Tenant a statement covering the year (or portion thereof)
                      just expired, certified as correct by an authorized
                      representative of Landlord, showing the total operating
                      expenses and real estate taxes, the amount of Tenant's
                      proportionate share of the same, and the payments made by
                      Tenant with respect to such year. If Tenant's
                      Proportionate Share of operating expenses and real estate
                      taxes exceeds Tenant's payments so made. Tenant shall pay
                      Landlord the deficiency within THIRTY (30) days after
                      receipt of such statement. If Tenant's payments exceed
                      Tenant's Proportionate Share of operating expenses and
                      real estate taxes, Tenant shall be entitled to offset the
                      excess against payments next thereafter to become due
                      Landlord hereunder or if this Lease has expired or
                      otherwise terminated and Tenant has returned the Premises
                      to Landlord and has made all payments called for in this
                      Lease, the excess shall be refunded to Tenant within
                      THIRTY (30) DAYS.

                      (b) The term "OPERATING EXPENSES" as used herein shall
                      mean all expenses, costs, and disbursements of every kind
                      and nature which Landlord shall pay or become obligated to
                      pay in connection with the ownership and/or operation of
                      the Land, Building and adjacent parking

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                      facilities (hereinafter referred to collectively as the
                      "PROPERTY"). By way of example, but without limitation,
                      operating expenses shall include wages, salaries, bonuses,
                      fringe benefits (including hospitalization, medical,
                      surgical, dental and/or group life insurance and pension
                      payments) and uniforms and dry-cleaning thereof, for
                      employees engaged in the operation, maintenance or repair
                      of the Property; social security, unemployment and other
                      payroll taxes; license fees; worker's compensation
                      insurance; to the extent that such employees are engaged
                      in the operations, maintenance, repair or security of
                      properties of the Landlord other than the Building, the
                      expenses for those employees set forth in this Paragraph
                      7, shall be apportioned in accordance with standard
                      accounting practices; electricity (except as directly
                      billed to tenants of the Building), gas, water, sewer and
                      other fuel and utilities; utility taxes; fire, casualty,
                      liability and other insurance; repairs, maintenance,
                      painting and cleaning of the Property and supplies
                      necessary therefor; cleaning of windows and exterior
                      curtain walls; snow removal, cleaning and other service
                      contracts; reasonable and customary management fees;
                      legal, accounting, and other professional fees with
                      disbursements incurred in connection with the operation
                      and management of the Property; decorations; exterior and
                      interior landscaping; depreciation of tools and equipment
                      used in the operation, cleaning, repair, safety,
                      management, security or maintenance of the Property; and
                      any other costs, charges, and expenses which, under
                      generally accepted accounting and management practices,
                      would be regarded as maintenance and operating expenses.

                             (i) The term "OPERATING EXPENSES" as used herein
                      shall not include any of the following: expenses for
                      capital improvements made to the Property, except those
                      expenses which are incurred in order to decrease the
                      overall operating expenses (to the extent that such
                      capital expenditures actually decrease operating
                      expenses), for the Property or are incurred for the
                      general maintenance of the Property; expenses for
                      painting. redecorating. or other work which Landlord
                      performs for any tenant of the Building, the expense of
                      which is billed to such tenant; interest, amortization, or
                      other payments on loans to Landlord whether secured, or
                      any costs connected with refinancing of such loans:
                      charges for depreciation of the Building or other said
                      improvements; ground rent payments: real estate brokerage
                      fees and commissions; space planning fees and commissions:
                      and advertising and marketing costs; legal fees and other
                      expenses incurred by Landlord or agents in connection with
                      negotiations or disputes with tenants or prospective
                      tenants (other than with Tenant or its sublessees or
                      assignees) for the Building: costs for structural
                      replacement or redesign; costs or expenses associated with
                      the enforcement of any leases (other than with Tenant or
                      its sublessess or assignees) by Landlord; any costs or
                      expenses relating to Landlord's obligations under any work
                      letter to construct tenant improvements (other than that
                      of Tenant); costs (including permit, license and
                      inspection fees,

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                      incurred in renovating or otherwise improving or
                      decorating space (other than common areas) for tenants in
                      the Building; compensation paid to officers of Landlord or
                      officers of the management or agent or any one else above
                      the level of asset manager; Landlords cost of any services
                      sold or provided to tenants for which Landlord is
                      reimbursed by such tenants under the lease with such
                      tenants; costs incurred due to violation by Landlord or
                      any other tenant of the terms and conditions of any lease;
                      any expense for Landlords' advertising and promotional
                      program for the Building; and renovation of the Building
                      made necessary by the exercise of eminent domain; any
                      transit, sales rental, use, gross receipts or occupancy
                      taxes levied upon Landlord or income or franchise taxes,
                      or any recordation, transfer, capital levy, estate, gift
                      or transfer taxes; any costs, fees or penalties incurred
                      by Landlord due to violations by Landlord of any
                      governmental rules or regulations; and any other expense
                      or cost which under generally accepted accounting
                      principles and practices consistently applied would not be
                      considered a normal maintenance or Operating Expense of
                      the Building.

                             (ii) Also excluded from "OPERATING EXPENSES" are
                      those costs and expenses which are paid by, or which are
                      attributable to, tenants, if any, which pay (either
                      directly or to the Landlord) all operating expenses
                      attributable to their respective spaces in the Building.

                      (c) At Lease Commencement the Proportionate Share shall be
                      deemed to be 7.6 %. The term "PROPORTIONATE SHARE" as used
                      herein shall be that fraction having as a numerator the
                      total number of rentable square feet contained in the
                      Premises, and as a denominator the total number of
                      rentable square feet contained in the Building. In the
                      event that the Building has tenants which pay for all
                      operating expenses attributable to their respective
                      spaces. the total number of rentable square feet leased to
                      such tenants shall be subtracted from the total number of
                      square feet in the Building for the purpose of determining
                      the denominator. Tenant's proportionate share figure shall
                      be subject to adjustment throughout the Term as the
                      figures used in the calculations may change.

                      (d) In the event that the building is less than
                      NINETY-FIVE percent (95%) occupied during any year.
                      adjustments shall be made in computing each Tenant's
                      proportionate share of expenses so that the expenses for
                      such year will be computed as though the Building were
                      NINETY-FIVE (95%) occupied and fully assessed.
                      Notwithstanding the foregoing, in no event max' the
                      Landlord collect more operating expenses than it has
                      actually incurred.

                      (e) Notwithstanding the foregoing provisions, it is agreed
                      that Tenant's share of Operating Expense increases shall
                      in no event include any amounts or costs or expenses
                      directly controllable by Landlord in excess of SIX (6%)
                      percent greater that the respective costs and expenses for
                      the

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                      previous year.

DELAYED POSSESSION    5. 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 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        7. (a) Tenant shall not assign, transfer, mortgage, or
SUBLETTING            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 subletting 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

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                      performances and observance 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 herein above.

                      (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

MAINTENANCE           8.(a) Tenant shall keep the Premises, fixtures and
BY TENANT             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 half no obligation in connection therewith.

HOURS OF OPERATION    9. 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 Easter
                      Sunday. Such

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                      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 herein above 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 agree 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 delay in
                      furnishing any or all of such services caused by
                      breakdown, maintenance 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

                      (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

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                      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 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

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                      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 written consent 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 together with any and all
                      damages which the Landlord max' 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 renewal 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

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                                       10
<PAGE>

                      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 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

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                                       11
<PAGE>

                      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.

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

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                                       12
<PAGE>

                      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 B. Said insurance shall name Landlord, and the
                      building management agency as additional insured, as their
                      interests may appear, 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,

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                                       13
<PAGE>

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

DAMAGES TO            16. All breakage. injury or damage to the Premises or to
PREMISES OR           Property, including damage to carpeting, wall finishes,
BUILDING              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             17. (a) Tenant's Property and Personal Injury. All
LIABILITY                     -------------------------------------
INDEMNITY             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

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                                                                     ----------

                                       14
<PAGE>

                      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
                      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

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                                       15
<PAGE>

                      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:

                             (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 also pay 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

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                                                                     ----------

                                       16
<PAGE>

                      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 the 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.

                             (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, terminate 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

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                                                                     ----------

                                       17
<PAGE>

                      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
                      perf6rmed 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:

                      (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 waived, 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

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                                                                     ----------

                                       18
<PAGE>

                      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 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.

CONDEMNATION          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

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                                                                     ----------

                                       19
<PAGE>

                      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 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

                                                           Initials: /s/ JM, SS
                                                                     ----------

                                       20
<PAGE>

                      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;

                      (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 execution of 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 reentry 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 space leased
                      by the new lease includes more or less floor area than the
                      Premises) on 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

                                                           Initials: /s/ JM, SS
                                                                     ----------

                                       21
<PAGE>

                      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 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 in 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

                                                           Initials: /s/ JM, SS
                                                                     ----------

                                       22
<PAGE>

                      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 obligations 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 ma; 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

                                                           Initials: /s/ JM, SS
                                                                     ----------

                                       23
<PAGE>

                      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 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 be 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 time 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

                                                           Initials: /s/ JM, SS
                                                                     ----------

                                       24
<PAGE>

                      and remedies provided to Landlord under applicable law.

                      (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 and 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.



SUBORDINATION         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

                                                           Initials: /s/ JM, SS
                                                                     ----------

                                       25
<PAGE>

                      exists hereunder).

HOLDOVER              23. If Tenant shall remain in the Premises, with the
PROVISIONS            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'           24. It is agreed that all rights, remedies and liabilities
OBLIGATIONS           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             25. The Tenant covenants that the rules and regulations
REGULATIONS           set forth in Exhibit B, 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 deemed a
                      waiver of such rule or regulation or of Landlord's further
                      right

                                                           Initials: /s/ JM, SS
                                                                     ----------

                                       26
<PAGE>

                      to enforce the same.


REPRESENT-            26. Landlord Covenants. Landlord covenants that it has the
ATIONS,               right to make this Lease for the Term aforesaid, and that
WARRANTIES AND        if Tenant shall pay the rent and performs all of the
COVENANTS             covenants, terms, conditions, and agreements of this Lease
OF LANDLORDS          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 Landlord's 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.

RESERVATIONS OF       27. Tenant hereby acknowledges that the Landlord retains
RIGHTS OF ADDRESS     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 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

                                                           Initials: /s/ JM, SS
                                                                     ----------

                                       27
<PAGE>

                      Tenant or Tenant's use or occupancy of the Premises.


CONSTRUCTION          28. Landlord's Standard Work. It is understood and agreed
LEASEHOLD             that Tenant will take the Premises in "AS-IS" condition
IMPROVEMENTS          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.

                      (a)    Landlord or Tenant's contractors (as approved by
                      Landlord) shall perform the following Tenant Improvements
                      in Premises at Landlord's sole cost and expense:

                             (1) Recarpet Suite 410 to match as closely as
                      possible the carpet in Suite 430.

                             (2) Repaint both Suite 410 and Suite 430, using
                      building standard materials, in a color to be chosen by
                      Tenant.

                             (3) Construct a pass-through from one office
                      area to the other.

                             (4) Professionally clean existing carpet in
                      Suite 430.

                      (b)    Tenant may request that Landlord or Tenant's
                      contractors (as approved by Landlord) perform additional
                      improvements upon the Premises ("Tenant Improvements") up
                      to a maximum amount of THREE AND NO/100 DOLLARS ($3.00)
                      per rentable square foot ("Allowance"). Said Tenant
                      Improvements shall include all architectural and
                      engineering fees, tenant plans and construction drawings,
                      any and all necessary permits, and all Tenant Improvement
                      work in Premises, in accordance with Tenant's Approved
                      Plans (which shall be set forth as Exhibit "C". a copy of
                      which shall be attached hereto and made a part hereof). In
                      the event that Tenant requests Landlord to perform said
                      Tenant Improvements on behalf of Tenant, Tenant shall
                      reimburse Landlord for all costs by adding the cost of the
                      Tenant Improvements to the Base Rent and by repaying this
                      amount to Landlord, on a monthly basis over the initial
                      term of the Lease. If Tenant elects to perform any
                      Additional Tenant Improvements to Premises in excess of
                      the Allowance, said Additional Improvements shall be at
                      the sole cost and expense of Tenant.

TERMINATION           29. Provided the Tenant is in possession of the Premises
OPTION                and is not in default of the Lease, then Tenant shall have
                      the option to terminate this Lease anytime after the end
                      of the EIGHTEENTH (18th) MONTH of the Lease Term by
                      providing Landlord with at least SIX (6) MONTHS' prior
                      written notice of its intention to exercise this right of
                      termination. Should Tenant elect to exercise this right,
                      Tenant shall be subject to penalties,

                                                           Initials: /s/ JM, SS
                                                                     ----------

                                       28
<PAGE>

                      whereby Tenant shall reimburse and pay to Landlord all
                      unamortized costs of construction of Premises paid out by
                      Landlord for this Lease. Additional penalties shall be due
                      and payable as follows: If Tenant elects to terminate
                      between the end of the NINETEENTH (19TH) MONTH and the
                      TWENTY-SEVENTH (27TH) MONTH of the Lease, a penalty of TWO
                      (2) MONTHS' Base Rent shall be paid by Tenant; if the
                      Tenant elects to terminate between the TWENTY-EIGHTH
                      (28TH) MONTH and the THIRTY-SIXTH (36TH) MONTH, a penalty
                      of ONE (1) MONTH'S Base Rent shall be paid by Tenant. All
                      penalties shall be due and payable to Landlord by Tenant
                      within THIRTY (30) days of receipt of Tenant's notice
                      exercising this right. Time is of the essence.

MECHANIC              30. Tenant shall not do. or suffer to be done, any act,
LIENS                 matter or thing whereby the Premises (or Tenant's 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 date of filing, any mechanic's, or
                      materialmen's or other liens filed against the Premises,
                      or Tenant interest therein, or any part thereof,
                      purporting to be for work or material furnished, or to be
                      furnished, to Tenant.

PARKING               31. 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 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 SEVEN (7) parking spaces in the
                      parking lot of the Building specifically designated for
                      Tenant.

                                                           Initials: /s/ JM, SS
                                                                     ----------

                                       29
<PAGE>

GENDER                32. 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               33. 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 W. McIntyre IV
                                    7010 Little River Turnpike, Suite 430
                                    Annandale VA 22003

                      Either party may. by like written notice, designate a new
                      address to which such notices shall be directed.

ESTOPPEL              34. Tenant agrees. at any time and from time to time, upon
CERTIFICATES          not less than FIVE (5) days prior written notice by
                      Landlord, to execute , acknowledge 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              35. To secure the full faith performance by Tenant of all
DEPOSIT               of the obligations, covenants, conditions and agreements
                      to be fulfilled, kept, observed, and performed by Tenant,
                      Tenant shall tender Landlord the

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                      sum of FIVE THOUSAND ONE HUNDRED SIXTY-EIGHT AND 00/100
                      DOLLARS ($5,168.75) which sum shall be held as a security
                      deposit ("SECURITY DEPOSIT") and applied towards its
                      damages and/or remedies in the event of Tenant's 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         36. The parties agree that the laws of the Commonwealth of
                      Virginia shall govern the validity, performance and
                      enforcement of this Lease.

BROKERS               37. 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      38. 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          39. If any term or provision of this Lease or the
OF CLAUSES            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

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                      to the fullest extent permitted by law.

CAPTIONS              40. The titles of the sections and paragraphs throughout
                      this Lease are for convenience FOR CON- and reference
                      only, and the words contained therein shall be in no way
                      held to explain, VENIENCE modify, amplify or aid in the
                      interpretation, construction or meaning of the provisions
                      of this Lease.

DUPLICATE COUNTER-    41. This Lease may be executed in one or more
PARTS ORIGINALS       counterparts, each of which shall be an original, and all
                      of which shall constitute one and the same instrument.

ENTIRE AGREEMENT      42. 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.)

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                WITNESSETH the following signatures and seals:

WITNESS:                                 LANDLORD:

/s/ Walter C. Jarbe, Jr.
------------------------                 ANNANDALE FINANCIAL
                                         CENTER JOINT VENTURE
                                         a Maryland general partnership

                                         By:  /s/ Susan Scott
                                              ---------------

                                         Its:  Agent

                                         Date:  7/14/97


ATTEST:                                  TENANT:

--------------------------               ONESOFT CORPORATION
Corporate Secretary [SEAL]               a Delaware corporation

                                         By:  /s/ James W. MacIntyre, IV
                                              --------------------------

                                         Its:  President

                                         Date:  July 11, 1997

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<PAGE>

                                  EXHIBIT "A"
                                   SPACE PLAN
                                 TO BE ATTACHED

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<PAGE>

                                  EXHIBIT "B"

          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 except for the
door of the file room, nor shall any changes be made in existing locks or 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 restore to Landlord all keys of
stores, offices, storage and toilet rooms, 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 electrical device, wiring or apparatus in
connection with a loud speaker system or other sound system unless the Tenant
shall have first obtained the prior written consent of the Landlord, except that
this restriction shall not apply to radios, television sets or dictating
machines, or paging systems, if such items are audible solely within the
Premises. There shall be no marking, painting, drilling into or in any way
defacing any part of the Demised 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.

          e.  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

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                                       35
<PAGE>

any such packages or articles, he or she in so doing shall be the agent of the
Tenant and not of the Landlord.

          f.  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.

          g.  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 reasonably objectionable odors
to be produced upon or emanate from the Premises.

          h.  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.

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

          j.  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.

          k.  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 of merchandise, any hand trucks, except those equipped with rubber
tires.

          l.  Access plates to under floor conduits must be left exposed. Where
carpet is installed, carpet must be cut around access plates.

          m.  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.

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

          o.  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.

          p.  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.

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<PAGE>

          q.  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
damage.

          r.  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.

          s.  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.

          t.  The Demised Premises shall not be used for lodging or sleeping or
for any illegal purpose. The Demised Premises shall never, at any time, be used
for any immoral or illegal purposes.

          u.  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.

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

          w.  No tenant shall use any other method of heating than that provided
by the Landlord without the Landlord's consent, except for the reasonable use of
space heaters, which approval is subject to Landlord's reasonable consent, which
consent shall not be unreasonably withheld, conditioned, or delayed.

          x.  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.

          y.  Tenant shall be allowed reasonable use of space coolers and
dehumidifier in Premises, subject to Landlord's consent, which shall not be
unreasonably withheld, conditioned, or delayed.

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

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                                                                     ----------

                                       37
<PAGE>

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.

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                                                                     ----------

                                       38
<PAGE>

                                  EXHIBIT "C"
                              APPROVED BLUEPRINTS
                                 TO BE ATTACHED
                          UPON COMPLETION BY ARCHITECT

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                                                                     ----------

                                       39