<PAGE>
                                                                   EXHIBIT 10.16



                                    NETCENTER
                            FULL SERVICE OFFICE LEASE

        THIS FULL SERVICE OFFICE LEASE (this "Lease") is made this 13th day of
November, 2002, between NETCENTER PARTNERS, LLC, a Virginia limited liability
company ("Landlord"), and PORTFOLIO RECOVERY ASSOCIATES, LLC, a Delaware limited
liability company ("Tenant").

                               W I T N E S S E T H


        1. Definitions. The following definitions shall apply to the indicated
terms, whenever used in this Lease. Additional defined terms may be found in the
body of this Lease.

               (a) Landlord:        NETCENTER PARTNERS, LLC
                                    1225 19th Street, NW
                                    Suite 850
                                    Washington, DC 20036-2453

               (b) Tenant:          PORTFOLIO RECOVERY ASSOCIATES, LLC
                                    120 Corporate Boulevard
                                    Suite 100
                                    Norfolk, VA  23502

               (c) Agent:           Divaris Real Estate, Inc.
                                    One Columbus Center, Suite 700
                                    Virginia Beach, Virginia  23462

               (d) Leased Premises: Suite 285 deemed to be approximately
                                    23,,116.885 rentable square feet (rentable
                                    measurement includes a ten percent (10%)
                                    core factor), measured in accordance with
                                    the Building Owners and Managers Association
                                    International's Standard Method of measuring
                                    Floor Area in Office Buildings (ANSI.Z65.1),
                                    in a building commonly known as NETCENTER
                                    (the "Building"), located at 5200 W. Mercury
                                    Boulevard, Hampton, Virginia 23605, as more
                                    specifically set forth on Exhibit A - Floor
                                    Plan.

               (e) Permitted Use:   Office Space / Collection Call Center

               (f) Commencement     February 1, 2003, or ten (10) days after
                   Date:            receipt of written notice of substantial
                                    completion from Landlord to Tenant,
                                    whichever is later. Occupancy by Tenant is
                                    anticipated to be approximately sixty (60)
                                    days after issuance of a building permit by
                                    the City of Hampton. Landlord shall use its
                                    best reasonable efforts to deliver the
                                    Leased Premises as soon as reasonably
                                    possible.


               (g) Term:            Seven (7) years, four (4) months

               (h) Renewal          See Option Rider.  All renewal periods shall
                   Options:         be included in the definition of the Term.


Landlord's Initials:_________       Tenant's Initials:_________
<PAGE>




               (i) Minimum
                   Rent:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
                                                 ANNUAL          MONTHLY         PSF
 YEAR
---------------------------------------------------------------------------------------
<S>                                            <C>              <C>           <C>
   1      First two (2) months of Year 1            0                0             0
          Next eight (8) months of Year 1      $111,731.61      $13,996.45      $ 7.25
          Last two (2) months of Year 1        $ 55,865.81      $27,932.90      $14.50
   2                                           $346,984.44      $28,915.37      $15.01
   3                                           $359,005.22      $29,917.10      $15.53
   4                                           $371,719.51      $30,976.63      $16.08
   5                                           $384,664.97      $32,055.41      $16.64
   6                                           $398,072.76      $33,172.73      $17.22
   7                                           $411,942.89      $34,,328.57     $17.82
   8      First four (4) months of Year 8      $142,168.84      $35,542.21      $18.45
---------------------------------------------------------------------------------------
</TABLE>


               (j) Rent
                   Payment
                   Address:         NetCenter Partners, LLC
                                    Post Office Box 6048
                                    Southeastern, PA 19398-6048

               (k) Operating
                   Expenses:        Lease is calculated on a Full Service basis
                                    with no operating expenses passed through to
                                    Tenant. Notwithstanding, Tenant shall
                                    reimburse Landlord monthly for any
                                    electrical usage that exceeds $0.11 per
                                    rentable square foot per month.

               (l) Security         $56,131.92 (see Section 8)
                   Deposit:

               (m) Notices:         To Landlord: NetCenter Partners, LLC
                                                 1225 19th Street, NW
                                                 Suite 850
                                                 Washington, DC  20036-2453
                                                 ATTN: R. Jeffery Arnold

                                    Copy to:     Divaris Real Estate, Inc.
                                                 One Columbus Center
                                                 Suite 700
                                                 Virginia Beach, Virginia
                                                 23462
                                                 ATTN: Jonathan Guion, SIOR

                                    To Tenant:   Portfolio Recovery Associates,
                                                 LLC
                                                 120 Corporate Boulevard
                                                 Suite 100
                                                 Norfolk, VA  23502



Landlord's Initials:_________       Tenant's Initials:_________
<PAGE>


               (n) Attachments:     Option Rider
                                    Exhibit  A -  Floor Plan
                                    Exhibit A-1 - Right of First Refusal Space
                                      Floor Plan
                                    Exhibit  B -  Tenant Improvements
                                    Exhibit B-1 - Rules and Regulations for
                                      Contractors
                                    Exhibit  C - Rules and Regulations
                                    Exhibit D - Building Standard Work Letter
                                    Exhibit E - Non-disturbance and Attornment
                                      Agreement
                                    Exhibit F - Janitorial and Security
                                      Specifications
                                    Exhibit G - Watch Guard Specifications

        2. Description of Leased Premises. Landlord leases to Tenant, and Tenant
leases from Landlord, the Leased Premises described in Section 1. The Leased
Premises are delineated on the floor plan attached hereto and incorporated
herein as Exhibit A. Exhibit A sets forth the general outline of the Leased
Premises and shall not be deemed a warranty on the part of Landlord that the
Leased Premises are or will be exactly as indicated on such diagram. Tenant's
occupancy of the Leased Premises shall include the use in common with others
entitled thereto of such parking areas, service roads, sidewalks, equipment
facilities, service areas, hallways, doors, stairwells, and the like (the
"Common Areas") as Landlord may, from time to time, make available to Tenant for
use in common with others, subject, however, to the terms and conditions of this
Lease and to all Rules and Regulations for the use thereof as may from time to
time be prescribed by Landlord. Landlord may increase, reduce, or change the
number, dimensions, and locations of roadways, walks, buildings, and parking
areas as Landlord from time to time deems proper. However, any such reduction
that may occur to the shared core area of the Building shall not diminish the
shared core area of the Building to less than ten percent (10%) of the gross
building square footage, without a pro rata reduction in the Minimum Rent, nor
shall any such reduction diminish the parking spaces granted to Tenant, as set
forth in Section 11 of this Lease.

        3. Use of Leased Premises. The Leased Premises shall be used solely for
the Permitted Use indicated in Section 1, and for no other purpose.
Notwithstanding, Tenant, or any of its approved subtenants and/or assignees,
covenants that it will not, at any time during the Term, operate in the Leased
Premises (either directly or indirectly) as a provider of telecommunications,
cellular or long distance services that markets and services its customers
through a call center environment.

        4. Length and Commencement of Term.

                (a) The term of this Lease shall commence on the Commencement
Date, and continue for the Term indicated in Section 1 following the
Commencement Date. Landlord and Tenant shall execute and deliver a written
statement in recordable form prepared by Landlord specifying the Minimum Rent
due at commencement and Lease expiration date, if same have not been fixed by
this Lease.

                (b) If Landlord, due to delay in construction or for any other
reason whatsoever, does not deliver possession of the Leased Premises to Tenant
on or before February 1, 2003, this Lease shall not be void or voidable;
however, if a building permit is issued by the City of Hampton by December 15,
2002, and delivery of possession of the Leased Premises is delayed beyond MARCH
30, 2003 due to delay in construction or for any reason other than a delay
caused by Tenant, Tenant may, at its option, void the lease in the manner
prescribed hereafter, after giving written notice to Landlord indicate its
intent to void this Lease. For each day after December 15, 2002 that the
building permit has not been issued, the cancellation date shall be extended day
for day. Upon receipt of Tenant's written notice of intent to terminate,
Landlord shall have an additional thirty (30) days to deliver possession of the
Leased Premises, after which period the Lease shall automatically become void if
the Leased Premises are not delivered to Tenant. In such an event, cancellation
of the Lease by Tenant in this manner shall not be considered an event of
default and Tenant will not be liable for any payment of any amounts whatsoever
and shall be due an immediate refund of any security deposits paid.

        5. Rent. Tenant shall pay, as rent for the Leased Premises, the Minimum
Rent indicated in Section 1, paid in advance in monthly installments. If the
Commencement Date is not the first day of the month, rent for that month shall
be


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

prorated. If any rent or other sum is not received by Landlord by the fifth day
of the month, Tenant shall pay a late charge of One Thousand Dollars
($1,000.00). Such penalty, however, shall not be imposed for the first late
payment received by Landlord. If any payment under this Lease is made by check
and such check is returned by the pay or for any reason, Tenant shall pay a
returned check charge of One Hundred Dollars ($100.00). In addition, any rent or
other sum not received by Landlord when due shall bear interest from the due
date to the payment date at the prime rate published from time to time by the
Wall Street Journal, plus three percent (3%), but in no event shall it be less
than twelve percent (12%) per annum. If such rate exceeds the maximum rate
permitted by law with respect to Tenant, Tenant shall pay interest at the
highest lawful rate applicable to Tenant.

        6. Payments. All rental and other payments shall be made to Landlord at
the Rent Payment Address, as indicated in Section 1, until Landlord otherwise
directs in writing. All charges, fees, and other amounts due, other than Minimum
Rent, shall be deemed Additional Rent. Unless otherwise provided in this Lease
or in writing, all payments of Minimum Rent and Additional Rent shall be payable
monthly in advance on or before the first day of each month during the Term,
without prior demand and without offset, reduction, defense, or counterclaim.
All payments shall be made prior to the close of business (Eastern Standard
Time) on the date specified for such payment and in immediately available United
States funds.

        7. Operating Costs and Services.

                (a) Landlord covenants that it shall pay, when due, all real
        estate taxes and assessments, building insurance and all operating
        expenses, including payment for ordinary janitorial service to the
        Leased Premises (collectively, the "Expenses") for the Building and
        Common Areas.

                (b) Regarding the Common Areas associated with the Building,
        Landlord shall, during normal operating business hours, furnish adequate
        lighting, lavatory supplies, hot and cold water for lavatory and
        drinking purposes, janitorial and cleaning, heating and air-conditioning
        in the interior areas during the appropriate seasons of the year, as
        well as snow, ice and trash removal, parking lot sweeping, landscape
        maintenance, and nighttime lighting throughout the exterior areas of the
        Building property. Any security measures that Landlord may provide are
        for the protection of the Building only and shall not be relied upon by
        Tenant to protect Tenant or its employees, or Tenant's or its employee's
        property. Landlord shall continue to provide watch guard service in and
        around the Building at the same level of coverage as provided as of the
        execution of this Lease, as set forth in Exhibit G - Watch Guard
        Services. The normal operating business hours for the Building are
        defined as 8:00 AM to 6:00 PM, Monday through Friday, and 8:00 AM to
        1:00 PM on Saturdays, exclusive of federally recognized holidays.
        Notwithstanding, Tenant and its employees shall have access to the
        Building and to the Leased Premises 24 hours per day, 365 days per year.

                (c) Regarding the Leased Premises, Landlord shall furnish (i)
        electricity sufficient for lighting and typical office equipment; (ii)
        fluorescent tube replacements; (iii) janitorial and cleaning services
        five nights per week in accordance with prevailing industry practices,
        as set forth in Exhibit F - Janitorial Services; and (iv) electric
        heating and air conditioning, as needed. All such services shall be
        provided without cost to Tenant except for the cost of electricity
        consumed in excess of $.11 per rentable square foot per month. Any such
        excess shall be paid by Tenant as Additional Rent to Landlord within ten
        (10) days after receipt of Landlord's invoices. If Tenant is furnished
        additional services, or if Tenant's use of the Leased Premises causes
        additional expense to Landlord, Tenant shall pay any associated
        additional expense. If Tenant wishes to install electrical equipment
        such as electrical heating or refrigeration equipment, electronic data
        processing machines, or equipment using current which exceeds that
        usually furnished for use in office space, Tenant shall obtain the prior
        written consent of Landlord, which consent shall not be unreasonably
        withheld, and shall pay as Additional Rent the additional electricity
        cost involved. If any required services are suspended or curtailed due
        to accident, emergency, mechanical breakdown, or any other cause beyond
        Landlord's reasonable control, Landlord shall restore the services with
        reasonable dispatch, but Landlord shall not have any responsibility or
        liability for the curtailment or suspension of services and there shall
        be no abatement of rent or other effect on Tenant's obligations under
        this Lease.


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

        8. Security Deposit. Tenant will deposit with Landlord or Agent,
simultaneously with this Lease, the Security Deposit indicated in Section 1, as
security for the full performance by Tenant of all of its obligations under this
Lease. The Security Deposit shall be held by Landlord or Agent in escrow. Any
interest accruing to the Security Deposit shall accrue to Tenant. If Tenant
fails to pay any items of rent or other sum when due, or if Landlord elects to
perform any obligation of Tenant, or if Tenant otherwise defaults, Landlord
shall have the right, at its sole option and without prejudice to any other
remedy of Landlord, to apply all or such part of the Security Deposit as may be
necessary to either pay such amount due, compensate Landlord for its performance
of Tenant's obligation, or reimburse Landlord for any loss, damage, or expense
Landlord may have sustained as a result of Tenant's default. If Landlord so
applies all or part of the Security Deposit, Tenant shall immediately upon
demand restore the Security Deposit to its original amount. The Security Deposit
and accrued interest thereon shall be returned to Tenant in accordance with the
following schedule: Twenty percent (20%) after twenty-four months, provided that
Tenant maintains an uninterrupted record of full and timely Minimum Rent
payments and has not been in default under this Lease or delinquent in any
payment of Rents, Additional Rents or other sum of money due; an additional
twenty percent (20%) after 36 months, provided that Tenant is not then, and has
not previously been, delinquent in any payment of Rents Additional Rents or
other sum of money due; an additional twenty percent (20%) after 48 months,
provided that Tenant is not then, and has not previously been, delinquent in any
payment of Rents Additional Rents or other sum of money due; an additional
twenty percent (20%) after 60 months, provided that Tenant is not then, and has
not previously been, delinquent in any payment of Rents Additional Rents or
other sum of money due, and within sixty (60) days after the expiration or
termination of the Term, including any extensions and or renewals, and upon the
surrender of the Leased Premises in good and clean condition and accordance with
the provisions of this Lease, Landlord shall return the balance of the Security
Deposit to Tenant or to the then holder of Tenant's interest under this Lease,
less an amount, if any, estimated by Landlord as necessary to satisfy any unpaid
or unperformed obligations of Tenant. Delivery of such balance shall discharge
Landlord and Agent from any liability with respect to the Security Deposit.
Landlord or Agent shall further have the right to deliver the Security Deposit
to any transferee of Landlord's interest in this Lease, at which time Landlord
and Agent shall be discharged from any further liability with respect to the
Security Deposit. Landlord or Agent shall further have the right to deliver the
Security Deposit to any transferee of Landlord's interest in this Lease, at
which time Landlord and Agent shall be discharged from any further liability
with respect to the Security Deposit.

As required under Landlord's mortgage documents, Tenant hereby agrees not to
look to Landlord's lender, as lender, lender in possession, or successor in
title to the property, for accountability, for any security deposit required by
the Landlord hereunder, unless said sums have actually been received by said
lender as security for the Tenants performance of this Lease.


        9. Trade Fixtures. Tenant shall have the right to install its trade
fixtures in the Leased Premises, provided such installation shall not interfere
with either the construction or operation of the Building or the completion of
any improvements to the Leased Premises which Landlord may have specifically
agreed in this Lease to perform, and such installation shall be at the sole risk
and expense of Tenant. All trade fixtures installed in the Leased Premises by
Tenant shall remain the property of, and shall be removable by, Tenant at the
expiration of the Term, provided Tenant is not in default under this Lease, and
Tenant shall promptly repair, or reimburse Landlord for the cost of repairing,
all damages to the Leased Premises caused by the removal of those fixtures.
Tenant agrees that all additions and improvements and attached equipment
installed in or on the Premises by Tenant, including but not being limited to,
electric wiring, electric fixtures, floor coverings, heating and
air-conditioning machinery and equipment, shall immediately become the property
of Landlord and shall not be removed by Tenant at the termination of this Lease,
unless requested so to do by Landlord, in which event Tenant agrees to do so and
to repair promptly any damage caused by such removal. Landlord acknowledges that
any generator, telephone equipment, computer equipment, television cameras, and
plasma screens that may be installed by Tenant shall be deemed to be trade
fixtures.

        10. Control of Common Areas and Facilities by Landlord. The Common Areas
shall at all times be subject to the exclusive control and management of
Landlord, and Landlord shall have the right, from time to time, to establish,
modify, and enforce reasonable rules and regulations with respect to the Common
Areas. Without limiting the foregoing, Landlord shall have the right to
construct, maintain, and operate lighting facilities on all Common Areas; to
police the same; to change, in Landlord's sole discretion, the area, level,
location, quantity, and arrangement, from time to time, of the Common Areas; to


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

close or discontinue common use of all or any portion of the Common Areas to
such extent as may, in the opinion of Landlord or Landlord's counsel, be legally
sufficient, necessary, or proper to prevent a dedication or the accrual of any
rights to any person or the public; and to do and perform such other acts in and
to the Common Areas as Landlord, in its sole discretion, determines to be
necessary to improve the convenience and use thereof by tenants or their
officers, agents, employees, and customers, or to improve the profitability of
the Building. Landlord will operate and maintain the Common Areas in such manner
as Landlord, in its sole discretion, shall determine from time to time. Without
limiting the scope of such discretion, Landlord shall have the full right and
authority to employ all personnel and to make rules and regulations pertaining
to the proper operation and maintenance of the Common Areas and facilities.

        11. Use of Parking Areas. Landlord grants to Tenant for Tenant's
non-exclusive use, a maximum number of parking spaces equivalent to eight (8)
spaces per one thousand (1,000) square foot of rentable area. Such spaces will
be unreserved and unassigned and open to all Building tenants, employees and
visitors. All automobile parking areas, driveways, entrances, and exits in or
near the Building, and other facilities furnished by Landlord in or near the
Building, shall at all times be subject to Landlord's exclusive control and
management, and Landlord shall have the right from time to time to establish,
modify, and enforce reasonable rules and regulations with respect to all such
facilities and areas. If Tenant or Tenant's employees use such parking areas,
driveways, streets, or vacant land in violation of any such rules and
regulations, Landlord may order any violating vehicles to be towed from such
areas at Tenant's sole cost and expense, plus 10% for Landlord's overhead
expenses, which shall be payable to Landlord on demand.

        12. Maintenance by Landlord. Subject to the following section, Landlord
shall, within a reasonable time after having received written notice from Tenant
of such a need, make such repairs to the Building as may be necessary to keep
the Building in good condition and repair. Landlord will not be responsible for
any damage resulting from any leak or defect in the roof, sidewalls, gutters, or
downspouts unless such damage is due to Landlord's failure to repair such defect
within a reasonable time after Landlord has received notice from Tenant of the
need to repair such defect. Landlord shall maintain in good condition and
repair, and adequately light, the parking areas of the Building. In the event
that Landlord does not initiate and then complete any such repairs that have a
direct impact on Tenant in a reasonably timely manner, then Tenant shall have
the right to effect such repairs and then invoice Landlord for direct costs
incurred, provided that the costs are reasonable and appropriate. In such
circumstances, Tenant may not offset Rent payments.

        13. Maintenance by Tenant. Tenant shall, at its expense, make such
repairs to the Leased Premises as are caused by the negligence or willful act of
Tenant or any of its agents, employees, contractors, licensees, or invitees.

        14. Sundry Covenants of Tenant. Tenant shall: (a) comply with all
federal, state, and municipal laws, ordinances, and regulations relating to the
Leased Premises and its Permitted Use, including, without limitation, all
environmental laws, rules and regulations (collectively the "Environmental
Laws") and all laws, rules, and regulations in connection with the Americans
with Disabilities Act of 1990, as amended (the "ADA"); (b) notify Landlord
immediately upon receipt of all notices or other communications by governmental
authorities regarding possible or actual noncompliance with laws, ordinances, or
regulations; (c) not use or permit to be used any advertising medium or device,
such as radio, or public address system, without Landlord's prior written
consent; (d) not use or permit to be used the Leased Premises for any illegal or
immoral purpose; and (e) keep the Leased Premises free from insects, pests, and
vermin of all kinds, and for that purpose Tenant shall use, at Tenant's cost,
such pest extermination contractor as Landlord may direct and at such internals
as Landlord may require.

        The Leased Premises shall not be used for the treatment, storage, use,
or disposal of toxic or hazardous wastes or substances, or any other substance,
exposure to which is prohibited, limited, or regulated by a governmental or
quasi-governmental authority or which, even if not so regulated, could or does
pose a hazard to the health and/or safety of the occupants of the Building or
surrounding property. Tenant shall indemnify and hold Landlord harmless from and
against any expense or liability (including attorney's fees) arising under the
Environmental Laws resulting from Tenant's use of the Leased Premises or any
acts and/or omissions of Tenant, its agents, employees, invitees, or
independence contractors.

        15. Improvements. (Either (a) or (b) must be checked prior to
execution.)


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

          _______ (a) Tenant is accepting the Leased Premises "as is," except as
        specified in Exhibit B - "Tenant Improvements," and Tenant shall pay the
        cost of any improvements or alterations desired by Tenant. Any such
        improvements or alterations to the Leased Premises shall be performed
        only after Tenant has obtained the prior written consent of Landlord,
        which consent may be withheld for any or no reason. Tenant has inspected
        the Leased Premises and is satisfied with its physical condition.

          ___ X__ (b) Landlord shall provide the build-out of the Leased
        Premises in accordance with Exhibit B - Tenant Improvements attached
        hereto. Landlord will invite RGI General Contractors, in addition to
        those selected by Landlord, to submit bids to Landlord for the build out
        of the Leased Premises. Landlord will allow Tenant to participate in the
        general contractor selection process; however, Landlord shall make the
        final selection of the general contractor based upon reasonable
        selection criteria, including price, qualifications and the ability to
        deliver the Leased Premises on time. Any improvements or alterations to
        the Leased Premises in addition to those specified on Exhibit B - Tenant
        Improvements shall be performed at Tenant's expense, and only after
        Tenant has obtained the prior written consent of Landlord, which consent
        may be withheld for any or no reason. Notwithstanding, Tenant shall have
        the right to perform cosmetic, non-structural, non-electrical,
        non-mechanical, non-plumbing improvements in the Leased Premises without
        Landlord's approval, provided that any single cosmetic improvement does
        not exceed $1,000 in cost, or require a building permit.

        16. Compliance with Americans with Disabilities Act of 1990. If the ADA
requires that action be taken with respect to the Leased Premises (not including
the Common Areas), including without limitation removing barriers and altering
the Leased Premises in accordance with the ADA Accessibility Guidelines, such
action shall be taken by Tenant; provided, however, that if such action was
required to be taken during Landlord's build-out (if applicable) of the Leased
Premises, Landlord shall take such action. Tenant shall notify Landlord
immediately upon receipt of an oral or written complaint or notice by an
employee, customer, client, invitee, licensee, or governmental authority
regarding the ADA.

        17. Assignment and Subletting. Without Landlord's prior written consent,
Tenant shall not (either voluntarily, involuntarily, or by operation of law)
assign, transfer, mortgage, pledge, hypothecate, or encumber this Lease or any
interest under this Lease; nor sublet or grant concessions of or to the Leased
Premises, in whole or in part; nor allow any person (other than Tenant, its
employees, agents, servants, and invitees) to occupy or use all or part of the
Leased Premises. If Landlord consents to any such assignment, sublease, etc.,
Tenant shall pay an assignment fee of $500.00 to reimburse Landlord for the
time, effort, and expense incurred in processing such assignment, sublease, etc.
Regardless of any such consent, no assignment or subletting shall release Tenant
of its obligations or alter the primary liability of Tenant to pay rent and
perform all its other obligations under this Lease. Landlord's consent to one
assignment, subletting, occupation, or use by any other person shall not be
deemed consent to any subsequent assignment, subletting, occupation, or use by
another person. Notwithstanding anything to the contrary set forth in this
Section 17, Tenant shall have the right to sublease or assign this Lease to an
affiliated entity in which Tenant has controlling ownership without Landlord's
prior consent. Landlord's approval of any subleases or assignments to unrelated
entities shall not be unreasonably withheld, conditioned or delayed, provided
such sublessee or assignee has equal or better financial strength in comparison
to Tenant.

        18. Condemnation. If the whole or any part of the Leased Premises shall
be taken by power of eminent domain or condemned by any competent authority for
any public or quasi-public use or purpose, or if any adjacent property or street
shall be so taken or condemned, or reconfigured or vacated by such authority in
such manner as to require the use, reconstruction, or remodeling of any part of
the Leased Premises, or if Landlord shall grant a deed or other instrument in
lieu of such taking by eminent domain or condemnation, Landlord (and if more
than ten percent (10%) of the rentable area of the Leased Premises is taken, or
if access to the Leased Premises or any common restrooms serving the same is
materially impaired, Tenant) shall have the option to terminate this Lease upon
sixty (60) days' notice, provided such notice is given no later than 180 days
after the date of such taking, condemnation, configuration, vacation, deed, or
other instrument. Landlord shall be entitled to receive the entire award or
payment in connection therewith, and Tenant waives any right it may have to any
such award or payment. All rent shall be apportioned as of the date of such
termination or the date of such taking, whichever shall first occur. If any part
of the Leased Premises shall be taken, and this Lease shall not be so
terminated, the rent shall be proportionately abated.


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

        19. Damage by Fire or Other Casualty. If the Leased Premises is damaged
by fire or other casualty during the Term, but are not rendered untenable in
whole or in part, Landlord shall promptly at its expense cause such damage to
the Leased Premises to be repaired, and rent shall not be abated. If the Leased
Premises is damaged by fire or other casualty during the Term and is rendered
partially untenable, Landlord shall promptly at its own expense cause the damage
to the Leased Premises to be repaired, and rent shall be abated for the period
of untenantability in proportion to the portion of the Leased Premises rendered
untenable. If the Leased Premises is damaged by fire or other casualty during
the Term and is rendered untenable Landlord may, at its sole option, either (i)
restore the Leased Premises with reasonable dispatch to substantially the same
condition they were in prior to such damage, insofar as the proceeds from
Landlord's insurance permit, or (ii) terminate this Lease. If Landlord elects to
restore the Leased Premises, but is unable to deliver possession of the restored
Leased Premises to Tenant within sixty (60) days of the casualty, Tenant may
deliver notice to the Landlord of its intent to void the Lease. Upon receipt of
Tenant's notice of intent to terminate, Landlord shall have an additional
fifteen (15) days to deliver possession of the Leased Premises, after which
period the Lease shall automatically become void. In such an event, cancellation
of the Lease by Tenant in this manner shall not be considered an event of
default and Tenant will not be liable for any payment of any amounts whatsoever
and shall be due an immediate refund of any security deposits paid. If Landlord
elects to restore the Leased Premises, Landlord shall have no liability to
restore any improvements as may have been made to the Leased Premises,, whether
before or after the date of this Lease, nor to restore any of Tenant's fixtures,
decorations, equipment, furniture, or inventory. Landlord's sole responsibility,
if any, shall be to deliver to Tenant a shell space with roof, floor, exterior
walls, windows, and doors. If Landlord elects to terminate this Lease, all rent
payable shall be abated as of the date of such damage and Tenant shall remove
all of its property from the Leased Premises within thirty (30) days after the
notice of termination is given, provided Tenant is not in default at the time.

        20. Insurance.

                (a) Tenant shall, at all times during the Term and at its own
        cost and expense, carry: (i) comprehensive general liability insurance
        on the Leased Premises (including Common Areas adjoining the Leased
        Premises) with limits of not less than $2,000,000 for injury or death to
        one person, $5,000,000 for injury or death to more than one person, and
        $500,000 for property damage; (ii) "all-risk" casualty insurance,
        written at replacement cost value and with replacement cost endorsement,
        covering all Tenant's personal property in the Leased Premises
        (including, without limitation, inventory, trade fixtures, floor
        coverings, furniture, and other property removable by Tenant under the
        provisions of this Lease) and all leasehold improvements installed in
        the Leased Premises by or on behalf of Tenant; and (iii) if and to the
        extent required by law, workmen's compensation or similar insurance. The
        foregoing policies shall be primary policies not contributing with and
        not in excess of coverage which Landlord may carry.

                (b) Landlord shall maintain, upon such terms as Landlord deems
        appropriate, direct physical loss or damage insurance on the shell of
        the Building, Common Areas and existing tenant improvements, and a
        combined single limit bodily injury and property damage liability
        insurance policy. If Tenant changes its use of the Leased Premises or
        introduces any hazardous materials or equipment into the Leased Premises
        which cause any increase in Landlord's insurance premiums, Tenant shall
        pay the increase as Additional Rent.

                (c) All such insurance policies shall name Landlord as a named
        insured and shall be written by companies acceptable to Landlord and in
        form acceptable to Landlord. Each such policy shall also contain a
        provision prohibiting cancellation without thirty (30) days' prior
        written notice to Landlord or its designee. Certificates of such
        insurance policies shall be delivered to Landlord promptly after the
        issuance of the respective policies, and annually thereafter. If Tenant
        fails to provide or maintain any such insurance, Landlord may (but shall
        not be obligated to) do so and collect the cost thereof as Additional
        Rent.

        21. Indemnification of Landlord. Except in situations involving
Landlord's, its agents' or invitees' gross negligence or their failure to
perform their responsibilities under this Lease, Tenant shall indemnify and hold
Landlord harmless from liability for damages to person or property (including
Tenant's employees, customers, and other invitees) in or upon the Leased
Premises, including vestibules, entryways, and walkways adjoining the Leased
Premises, and the loading platform area, if any, allocated to the use of Tenant.
Tenant shall also indemnify and hold Landlord harmless from such liability for
damages in other parts of the Building if caused by Tenant's negligence,
affirmative act, or breach of its obligations under this Lease.


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

All property kept, stored, or maintained in the Premises shall be kept, stored,
or maintained at Tenant's sole risk. Tenant waives all claims against and
releases Landlord, and Landlord's employees and agents, from liability for
damages or injury suffered by Tenant or any person claiming through Tenant as a
result of any accident or other occurrence in or upon the Leased Premises or any
other part of the Building or Common Areas, unless the damage or injury was
caused by Landlord, or by Landlord's agents' or invitees' gross negligence,
willful misconduct or failure to perform their responsibilities under this
Lease.

        22. Waiver of Subrogation. Tenant waives all claims against Landlord for
any damage or loss Tenant may suffer which is covered by an insurance policy
carried by Tenant (or which Tenant is required to carry under this Lease); and
any insurance policy carried by Tenant covering the Leased Premises, its
contents, or any part thereof, shall contain an express waiver of any right of
subrogation against Landlord by the issuer of the policy.

        23. DEFAULT

                23.1    "Event of Default" Defined.

Any one or more of the following events shall constitute an "Event of Default":

                (a)     The sale of Tenant's interest in the Premises under
                        attachment, execution or similar legal process, or if
                        Tenant is adjudicated as bankrupt or insolvent under any
                        state bankruptcy or insolvency law or an order for
                        relief is entered against Tenant under the Federal
                        Bankruptcy Code and such adjudication or order is not
                        vacated within ten (10) days.

                (b)     The commencement of a case under any chapter of the
                        Federal Bankruptcy Code by or against Tenant or any
                        guarantor of Tenant's obligations hereunder, or the
                        filing of a voluntary or involuntary petition proposing
                        the adjudication of Tenant or any such guarantor as
                        bankrupt or insolvent, or the reorganization of Tenant
                        or any such guarantor, or an arrangement by Tenant or
                        any such guarantor with its creditors, unless the
                        petition is filed or case commenced by a party other
                        than Tenant or any such guarantor and is withdrawn or
                        dismissed within thirty (30) days after the date of its
                        filing.

                (c)     The admission in writing by Tenant or any such guarantor
                        of its inability to pay its debts when due;

                (d)     The appointment of a receiver or trustee for the
                        business or property of Tenant or any such guarantor,
                        unless such appointment shall be vacated within ten (10)
                        days of its entry.

                (e)     The making by Tenant or any such guarantor of an
                        assignment for the benefit of its creditors, or if in
                        any other manner Tenant's interest in this Lease shall
                        pass to another by operation of law.

                (f)     The failure of Tenant to pay any Minimum Rent,
                        Additional Rent or other sum of money when due.

                (g)     Default by Tenant, after receipt of written notice from
                        Landlord, in the performance or observance of any
                        covenant or agreement of this Lease (other than a
                        default involving the payment of money), which default
                        is not cured within ten (10) days after the giving of
                        notice thereof by Landlord, unless such default is of
                        such nature that it cannot be cured within such ten (10)
                        day period, in which case no Event of Default shall
                        occur so long as Tenant shall commence the curing of the
                        default within such ten (10) days period and shall
                        thereafter diligently prosecute the curing of same;
                        provided, however, if Tenant shall default in the
                        performance of any such covenant or agreement of this
                        Lease two (2) or more times in any twelve (12) month
                        period, then notwithstanding that each of such defaults
                        shall have been cured by Tenant, any further similar
                        default shall be deemed an Event of Default without the
                        ability for cure.

                (h)     The vacation or abandonment of the Premises by Tenant at
                        any time following delivery of possession of the
                        Premises to Tenant.


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

                (i)     The occurrence of any other event described as
                        constituting an "Event of Default" elsewhere in this
                        Lease.

                23.2    Remedies.

Upon the occurrence of an Event of Default, [except for Items 23.1(a), 23.1(b),
23.1(c), 23.1(d), 23.1(e), and/or 23.1(g)], Landlord, upon 10 days notice to
Tenant (except where otherwise expressly provided for below or by applicable
law) may do any one or more of the following:

                (a)     With or without judicial process, enter the Premises and
                        take possession of any and all goods, inventory,
                        equipment, fixtures and all other personal property
                        (excluding portfolio and individual financial files) of
                        Tenant, which is or may be put into the Premises during
                        the Term, whether exempt or not from sale under
                        execution or attachment (it being agreed that said
                        property shall at all times be bound with a lien in
                        favor of Landlord and shall be chargeable for all Rental
                        and for the fulfillment of the other covenants and
                        agreements herein contained), and Landlord may sell all
                        or any part thereof at public or private sale. Tenant
                        agrees that ten (10) days prior written notice of any
                        public or private sale shall constitute reasonable
                        notice. The proceeds of any such sale shall be applied,
                        first, to the payment of all costs and expenses of
                        conducting the sale or caring for or storing said
                        property (including reasonable attorneys' fees); second,
                        toward the payment of any indebtedness, including
                        (without limitation) indebtedness for Rental, which may
                        be or may become due from Tenant to Landlord; and third,
                        to pay Tenant, on demand, any surplus remaining after
                        all indebtedness of Tenant to Landlord has been fully
                        paid;

                (b)     Perform, on behalf and at the expense of Tenant, any
                        obligation of Tenant under this Lease which Tenant has
                        failed to perform and of which Landlord shall have given
                        Tenant notice, the cost of which performance by
                        Landlord, together with interest thereon at the Default
                        Rate from the date of such expenditure, shall be deemed
                        Additional Rental and shall be payable by Tenant to
                        Landlord upon demand. Notwithstanding the provisions of
                        this clause (b) and regardless of whether an Event of
                        Default shall have occurred, Landlord may exercise the
                        remedy described in this clause (b) without any notice
                        to Tenant if Landlord, in its good faith judgment,
                        believes it would be materially injured by failure to
                        take rapid action or if the unperformed obligation of
                        Tenant constitutes an emergency;

                (c)     Elect to terminate this Lease and the tenancy created
                        hereby by giving ten (10) days prior written notice of
                        such election to Tenant, and reenter the Premises,
                        without the necessity of legal proceedings, and remove
                        Tenant and all other persons and property from the
                        Premises, and may store such property in a public
                        warehouse or elsewhere at the cost of and for the
                        account of Tenant without resort to legal process and
                        without Landlord being deemed guilty of trespass or
                        becoming liable for any loss or damage occasioned
                        thereby; or

                (d)     Exercise any other legal or equitable right or remedy
                        which it may have.

Any costs and expenses incurred by Landlord (including, without limitation,
reasonable attorneys' fees) in enforcing any of its rights or remedies under
this Lease shall be deemed to be Additional Rental and shall be repaid to
Landlord by Tenant upon demand.

                23.3    Damages.

If this Lease is terminated by Landlord pursuant to Section 23.2, Tenant
nevertheless shall remain liable for (a) any Rental and damages which may be due
or sustained prior to such termination, all reasonable costs, fees and expenses
including, but not limited to, reasonable attorneys' fees, costs and expenses
incurred by Landlord in pursuit of its remedies hereunder, or in renting the
Premises to others from time to time (all such Rental, damages, costs, fees and
expenses being referred to herein as "Termination Damages"), and (b) additional
damages (the "Liquidated Damages"), which, at the election of Landlord, shall be
either:


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

                (i)     an amount equal to the Rental which, but for termination
                        of this Lease, would have become due during the
                        remainder of the Term, less the amount of Rental, if
                        any, which Landlord shall receive during such period
                        from others to whom the Premises may be rented (other
                        than any Additional Rental received by Landlord as a
                        result of any failure of such other person to perform
                        any of its obligations to Landlord), in which case such
                        Liquidated Damages shall be computed and payable in
                        monthly installments, in advance, on the first day of
                        each calendar month following termination of the Lease
                        and continuing until the date on which the Term would
                        have expired but for such termination, and any suit or
                        action brought to collect any such Liquidated Damages
                        for any month shall not in any manner prejudice the
                        right of Landlord to collect any Liquidated Damages for
                        any subsequent month by a similar proceeding; or

                (ii)    an amount equal to the present worth (as of the date of
                        such termination) of Rental which, but for termination
                        of this Lease, would have become due during the
                        remainder of the Term, less the fair rental value of the
                        Premises, as determined by an independent real estate
                        appraiser named by Landlord, in which case such
                        Liquidated Damages shall be payable to Landlord in one
                        lump sum on demand and shall bear interest at the
                        Default Rate until paid. For purposes of this clause
                        (ii), "present worth" shall be computed by discounting
                        such amount to present worth at a discount rate equal to
                        one percentage point above the discount rate then in
                        effect at the Federal Reserve Bank nearest to the
                        location of the Building.

Termination Damages shall be due and payable immediately upon demand by Landlord
following any termination of this Lease pursuant to Section 23.2. Liquidated
Damages shall be due and payable at the times set forth herein.

If this Lease is terminated pursuant to Section 23.2, Landlord may relet the
Premises or any part thereof, alone or together with other premises, for such
term or terms (which may be greater or less than the period which otherwise
would have constituted the balance of the Term) and on such terms and conditions
(which may include concessions or free rent and alterations of the Premises) as
Landlord, in its sole discretion, may determine, but Landlord shall not be
liable for, nor shall Tenant's obligations hereunder be diminished by reason of,
any failure by Landlord to relet the Premises or any failure by Landlord to
collect any rent due upon such reletting.

Nothing contained in this Lease shall limit or prejudice the right of Landlord
to prove for and obtain, in proceedings for the termination of this Lease by
reason of bankruptcy or insolvency, an amount equal to the maximum allowed by
any statute or rule of law in effect at the time when, and governing the
proceedings in which, the damages are to be proved, whether or not the amount be
greater, equal to, or less than the amount of the loss or damages referred to
above. The failure or refusal of Landlord to relet the Premises or any part or
parts thereof shall not release or affect Tenant's liability for damages.

        24. Waiver by Landlord. Landlord's failure to insist upon strict
performance by Tenant of any obligation under this Lease, irrespective of the
length of time for which such failure continues, shall not be construed as a
waiver or relinquishment of Landlord's right to demand strict compliance in the
future. The receipt and acceptance by Landlord or Agent of rent with knowledge
of the breach of any obligation hereof shall not be deemed a waiver of such
breach, and no waiver by Landlord of any provision of this Lease shall be deemed
to have been agreed upon unless expressed in a writing signed by the parties.

        25. Liens. Tenant shall pay all sums of money due for labor, services,
materials, supplies, and equipment furnished at Tenant's request with respect to
the Leased Premises or any other part of the Building. If a mechanic's,
materialman's, or other lien (or notice of intent to file such a lien) is filed
or recorded against the Leased Premises, the Building, or Landlord's interest in
either, based upon labor, services, materials, supplies, equipment, or the like
ordered, or alleged to have been ordered by Tenant, Tenant shall cause such lien
to be discharged of record within ten (10) days after Tenant first has knowledge
of such lien. If such lien is not discharged within the ten (10) day period,
Landlord may (but shall not be obligated to) cause such discharge by (i) payment
to the lienor, (ii) deposit of substitute security with a court having
jurisdiction, (iii) bonding, or (iv) such other means chosen by Landlord; and
the entire cost of the discharge shall be paid to Landlord by Tenant upon
demand. Tenant shall, upon request, furnish Landlord with contractors'
affidavits, full and final waivers of right to lien, and receipted bills
covering all labor and materials expended and used in or about the Leased
Premises by or at the request of Tenant.


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

        26. Signage. Tenant shall not place or display (or cause to be placed or
displayed) on any exterior door, wall, or window of the Leased Premises any
sign, advertising matter, or other thing of any kind, and shall not place or
display any decoration, lettering, or advertising matter on the glass of any
window or door of the Leased Premises, without Landlord's prior written
approval, Tenant shall maintain such sign, decoration, lettering, advertising
matter, or other thing, as may be approved by Landlord, in good condition and
repair at all times. Tenant, at Tenant's expense, shall be permitted to place
exterior signage on the Mercury Boulevard monumental sign, subject to code
restrictions and design approval. Additionally, Tenant, at Tenant's expense,
shall be permitted to place its name on exterior in-ground, multi-tenant
identification signs, using consistent lettering, that Landlord may, from time
to time, erect outside the Building entrances, as well as such additional
interior and exterior signage as may be approved by Landlord. Tenant shall be
obligated to use the building standard suite entry signage as defined in Exhibit
D.

        27. Exhibits, Addenda, Rules, and Regulations. All Exhibits, Addenda and
Rules and Regulations appended to this Lease are hereby incorporated into this
Lease, and Tenant shall comply with and observe the same. Tenant's failure to
comply with and observe the same shall constitute a breach of this Lease.
Landlord reserves the right to amend, supplement, or add to the Rules and
Regulations from time to time, provided that Landlord gives Tenant written
notice of all such changes and that such changes are applicable to other office
tenants, except Verizon, in the Building.

        28. Surrender of Premises. On expiration or sooner termination of the
Term, Tenant shall surrender to Landlord the Leased Premises and all Tenant's
improvements and alterations, broom clean, in good order, condition, and repair,
except for ordinary wear and tear or condemnation or destruction of the Leased
Premises, and except for trade fixtures that Tenant has removed. Tenant shall
also deliver to Landlord all keys to the Leased Premises and the combination to
any safe, remove all its personal property, and make all repairs and
reimbursements required pursuant to this Lease; provided, however, Tenant may
not remove its personal property from the Leased Premises without Landlord's
prior written consent, if Tenant is in breach or default hereunder.

        Landlord may elect to retain or dispose of in any manner any unapproved
alterations or Tenant's personal property that Tenant does not remove from the
Premises on expiration or termination of the Term. Title to any such unapproved
alterations or Tenant's personal property that Landlord elects to retain or
dispose of after expiration of the Term shall vest in Landlord. Tenant waives
all claims against Landlord for any damage to Tenant resulting from Landlord's
retention or disposition of any such unapproved alterations or personal
property. Tenant shall be liable to Landlord for Landlord's costs of storing,
removing, and disposing of any unapproved alterations or Tenant's personal
property which Landlord does not elect to acquire.

        29. Holdover. Tenant shall indemnify and hold Landlord harmless from and
against all costs, claims, loss, or liability resulting from delay by Tenant in
surrendering the Leased Premises, including, without limitation, any claims made
by any succeeding tenant founded on such delay. The parties recognize and agree
that the damage to Landlord resulting therefrom may be substantial, could exceed
the amount of the Minimum Rent payable under this Lease, and could be impossible
to measure accurately. Tenant therefore agrees that if Landlord suffers such
damages due to Tenant's failure to deliver possession of the Leased Premises
within twenty-four (24) hours after the date of the expiration or termination of
the Term, then Tenant shall pay, for each month and for each portion of any
month during which Tenant holds over in the Leased Premises after the expiration
or termination of the Term, 1.5 times the aggregate of that portion of the
Minimum Rent which was payable under this Lease during the last month of the
Term; however, Tenant may with the consent of the Landlord, holdover in the
Leased Premises for a term not to exceed ninety (90) days at 1.035 times the
aggregate of that portion of the Minimum Rent which was payable under this Lease
during the last month of the Term. If, at the expiration of the ninety (90) day
Landlord agreed holdover period, Tenant has not vacated the Leased Premises and
delivered possession to Landlord, or executed a new lease with Landlord, Tenant
shall pay 1.5 times the aggregate of that portion of the Minimum Rent which was
payable under the Lease during the last month of the Term. Nothing contained in
this Lease shall be deemed to permit Tenant to retain possession of the Leased
Premises after the expiration of the Term. The provisions of this Section shall
survive the expiration or termination of the Term.


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

        30. Subordination and Attornment. This Lease is and shall be subject and
subordinate to any mortgage, deed of trust, underlying leasehold estate, or
other arrangement or right to possession that may now or hereafter be placed
upon or affect the Leased Premises or the Land of which the Leased Premises is a
part, or against any building hereafter placed upon the land of which the Leased
Premises is a part, to all advances to be made thereunder, to the interest and
principal payable thereon, and to all renewals, replacements, modifications,
consolidations, and extensions thereof. Upon Landlord's request Tenant shall
execute and deliver such documents, in such terms as Landlord reasonably
requests, to evidence the same. Upon request of any such mortgagee, Tenant shall
attorn to and acknowledge the foreclosure purchaser or purchasers as Landlord
hereunder. The form of the current lender's non-disturbance and attornment
agreement is attached as Exhibit E.

        31. Estoppel Certificates. Upon Landlord's request, Tenant shall
execute, acknowledge, and deliver to Landlord a written statement, addressed to
such person as Landlord may request, (a) certifying that this Lease is in full
force and effect and unmodified (or if modified, specifying the modifications),
and that Landlord is not in default under this Lease (or if a default is
alleged, specifying the default), (b) stating the date to which rent and any
other charges have been paid by Tenant and the address to which notices to
Tenant should be sent, and (c) certifying or stating such other matters as may
be required by Landlord. If Landlord has not received a response within 10 days
of any such request, such certificate shall be deemed acceptable to Tenant,
whereupon Landlord shall be appointed as Tenant's attorney-in-fact to execute
and deliver such certificate.

        32. Future Refinancing. If all or part of the Building can be refinanced
or further financed only upon the basis of modifications of this Lease, Tenant
shall cooperate with Landlord in making such reasonable Lease modifications as
may be required; provided, however, Tenant shall not be required to make any
modifications that impair Tenant's use of the Leased Premises or relate to, or
increase Tenant's costs, liability, risk, amount of Minimum or Excess Rent, the
use of the Leased Premises, the duration of the Term, or the improvements, if
any, to be made by Landlord to the Leased Premises.

        33. Right of Entry. Tenant shall allow Landlord or its representatives
to enter the Leased Premises at any reasonable hour to inspect the same, to make
any repairs or renovations deemed necessary or desirable, or to show the Leased
Premises to prospective tenants, purchasers, or lenders.

        34. Force Majeure. Whenever Tenant or Landlord is required by the terms
of this Lease or by law to perform any contract, act, work, labor or services,
or to discharge any lien against the Leased Premises, or to perform and comply
with any laws, rules, orders, ordinances, or regulations, but is unable to
perform such act(s), then Tenant or Landlord, as appropriate, shall not be
deemed to be in default and the other party shall not enforce or exercise any of
its rights under this Lease, if and so long as nonperformance or default is
directly caused by strikes, non-availability of materials, war or national
defense preemptions, governmental restrictions, acts of God, acts of the other
party, or other similar causes beyond the reasonable control of the
non-performing party. Tenant and Landlord shall in any event pay any sum of
money required to discharge any lien incurred by them if at any time the Leased
Premises, or any part thereof, is in danger of being foreclosed, forfeited, or
lost by reason of such lien.

        35. Limitation of Landlord's Liability. To the extent covered by
Landlord's insurance, Landlord shall be responsible or liable for latent
defects, deterioration, or change in the condition of the Building, the Common
Areas, or the Leased Premises, and for any damage resulting therefrom, whether
to person or property, or for loss to any property of Tenant as a result of
theft or misplacement, or for inconvenience, business interruption, or loss of
business of Tenant for any reason, provided, however, if Landlord fails to keep
in place any insurance required under this Lease, Landlord shall be fully liable
for, and shall indemnify Tenant against, all such claims. To the extent covered
by Tenant's insurance, Tenant shall indemnify and hold Landlord harmless from
and against any and all claims arising out of Tenant's use or occupancy of, or
from any other activity permitted or suffered by Tenant in or about the Leased
Premises, the Building, or the Common Areas; provided, however, if Tenant fails
to keep in place any insurance required under this Lease, Tenant shall be fully
liable for, and shall indemnify Landlord against, all such claims. Regardless of
any other provision in this Lease, if Landlord defaults in the performance of
any of its obligations, Tenant agrees to look solely to Landlord's insurance and
Landlord's interest in the Building or to the undistributed proceeds of any sale
of the Building for the satisfaction of any judgment obtained by Tenant as a
result of any default, and Tenant shall not otherwise seek any personal money
judgment against Landlord or any of its officers, directors,


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

stockholders, or partners. The foregoing shall not be deemed to limit Tenant's
right, if any, to obtain equitable remedies such as injunctive relief or
specific performance.

        36. Notices. Any notice, demand, consent, request, or other
communication required or permitted under this Lease shall be in writing and
shall be given by hand delivery or sent by the United States mail by certified
mail, return receipt requested, postage prepaid, and addressed as indicated in
Section 1. Notice shall be deemed given when hand delivered or two days after
deposit with the United States Postal Service. The parties may change their
respective addresses by written notice to all other parties.

        37. Quiet Enjoyment. Landlord covenants that Tenant, on paying all rents
and performing all the obligations set forth in this Lease, shall have and enjoy
quiet and peaceable possession of the Leased Premises during the Term.

        38. Entire Agreement. This Lease contains the entire agreement between
the parties with respect to the leasing of the Leased Premises and supersedes,
merges and replaces all prior written or oral agreements, negotiations, offers,
representations, and warranties with respect to the leasing of the Leased
Premises. This agreement cannot be altered, waived, or modified in any way,
including the provisions of this Section, except in a writing signed by the
parties. No course of dealing between the parties, no usage of trade, and no
parol or outside evidence of any nature shall be used to modify, interpret, or
supplement any provision of this Lease.

        39. Survival. The representations, warranties, and agreements of the
parties contained in this Lease and in all other documents delivered in
connection with this Lease shall survive the expiration or sooner termination of
this Lease.

        40. Severability. If any provision of this Lease is unenforceable, the
remainder of this Lease shall continue in effect and be construed as if the
unenforceable provision had not been contained in this Lease. Each provision of
this Lease shall be valid and enforceable to the fullest extent permitted by
law.

        41. Successors and Assigns. This Lease shall be binding upon and inure
to the benefit of the parties and their respective heirs, personal
representatives, successors, and assigns; provided, however, that this Section
shall not be construed to permit the assignment of this Lease except as
expressly provided.

        42. Third Party Beneficiaries. The provisions of this Lease are intended
to benefit only the parties to this Lease. No person not a party to this Lease
shall be deemed a third party beneficiary of this Lease, nor shall any such
person be authorized or empowered to enforce the provisions of this Lease,
except to the extent such a person becomes a permitted assignee of one of the
parties.

        43. Venue. Regardless of what venue would otherwise be permissive or
required, the parties stipulate that all actions arising under or affecting this
Lease shall be brought in the Circuit or General District Courts of the City of
Hampton, Virginia, the parties agreeing that such forum is mutually convenient
and bears a reasonable relationship to this Lease.

        44. Consent to Jurisdiction and Service of Process. The parties
irrevocably submit to the jurisdiction of the state courts of the Commonwealth
of Virginia and to the jurisdiction of the United States District Court for the
Eastern District of Virginia, for the purpose of any suit, action, or other
proceeding arising under or affecting this Lease.

        45. Counting Days. In computing the number of days for purposes of this
Lease, all days shall be counted including weekends and holidays; provided,
however, that if the last day for taking any action under this Lease shall fall
on a Saturday, Sunday, or banking holiday, the time for taking such action shall
be extended to the next regular business day.

        46. Number and Gender. When used in this Lease, the singular includes
the plural, the plural includes the singular, and the use of any gender includes
any other gender, as circumstances may require. The term "person" includes both
natural persons and entities.


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

        47. Headings. The headings contained in this Lease are for the
convenience of the parties only, and are not a part of the substantive agreement
of the parties nor shall they affect the meaning or interpretation of any
provision of this Lease in any way.

        48. Counterparts. This Lease may be executed in multiple counterparts.
When at least one copy of this Lease has been executed by each party to this
Lease, this Lease shall be in full force and effect, and all of such
counterparts shall be read together as a single agreement.

        49. Recording. Upon request of either Tenant of Landlord, the parties
shall execute a short form of this Lease on a written document witnessed and
acknowledged in form capable of being recorded in the public records, which
short form Lease shall be recorded at the sole cost and expense of the party
requesting the same in the Clerk's Office of the Circuit Court of the city
wherein the Leased Premises are located.

        50. Reimbursement for Credit Report. Intentionally omitted

        51. Agent's Commission.

                        (a) In consideration of Agent's services in procuring
                this Lease, Landlord shall pay Agent a leasing commission per
                separate agreement. Landlord and Tenant represent to each other
                that they have not dealt with any broker in connection with this
                Lease, other than Agent and CB Richard Ellis, and that no broker
                or other person is entitled to any commission or fee by reason
                of the negotiation and execution of this Lease.

                        (b) Upon execution of this Lease by both parties, Lessor
                shall pay to CB Richard Ellis of Virginia, Inc., licensed real
                estate broker, the sum of four percent (4%) of the aggregate
                total lease value, one half within thirty (30) days after lease
                execution and one half within thirty (30) days after occupancy
                for brokerage services rendered by said broker to Lessor in this
                transaction.

        52. Agent Disclosure. The parties acknowledge that Divaris Real Estate,
Inc. is a licensed real estate brokerage firm and is acting in the capacity as
broker for the Building.

        53. Trial by Jury. Landlord and Tenant each waives any right to trial by
jury of any issue(s) in a summary proceeding or any other suit, action,
proceeding or counterclaim at any time brought or instituted by or against the
other with respect to or involving the Leased Premises or any matter arising
under or connected with this Lease and the relationship of Landlord and Tenant
created by this Lease.

        54. Right of First Refusal. Landlord grants to Tenant the right of first
refusal on the contiguous first floor space directly below the proposed
Premises, commonly known as Suites 173 - 185, and more specifically delineated
in Exhibit BA-1. The right of first refusal will apply to any functional part of
this area that Tenant chooses to lease. In the event that Landlord proposes, or
in good faith intends to propose to lease, some or the entire first right of
refusal space, Landlord shall provide written notice of the significant terms
and conditions of such proposal. Tenant shall have the first right to lease the
proposed space under the same terms and conditions by providing affirmative
written notice to Landlord within ten (10) days of receipt of Landlord's notice.
Tenant's affirmative response shall be binding upon Tenant. Failure by Tenant to
notify Landlord of its intentions within ten (10) days shall be deemed a waiver
of Tenant's right to lease such space.

        IN WITNESS WHEREOF each corporate party hereto has caused this Lease to
be executed in its name and behalf by its duly authorized officer or agent; each
individual party hereto has hereunto set his hand, and each partnership party
hereto has caused this Lease to be executed in its name and behalf by the
required number of its Members.



                        LANDLORD:    NetCenter Partners, LLC


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

                                            By:     /S/ R. Jeffery Arnold
                                                   -----------------------------
                                            Name:  R. Jeffery Arnold

                                            Title: Managing Member

                                            Date:
                                                   -----------------------------


                        TENANT:        Portfolio Recovery Associates, LLC

                                            By:    /S/ Steven D. Fredrickson
                                                   -----------------------------

                                            Name:  Steven D. Fredrickson

                                            Title: President, CEO

                                            Date:  November 14, 2002

COMMONWEALTH OF VIRGINIA
CITY OF ______________________, to-wit:

        The foregoing instrument was acknowledged before me this ____ day of
_________, 2002 by ______________________________ of
____________________________.


                                               ---------------------------------
                                                          Notary Public

My Commission expires: _________________________


                                      * * *

COMMONWEALTH OF VIRGINIA
CITY OF ______________________, to-wit:

        The foregoing instrument was acknowledged before me this ____ day of
_________, 2002 by ______________________________ of
____________________________.

                                               ---------------------------------
                                                          Notary Public

My Commission expires: _________________________


                                      * * *


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>


                                  OPTION RIDER


Landlord grants to Tenant an option to renew this Lease, upon the following
terms and conditions:


Provided Tenant is not in default of any of the terms and conditions of the
Lease and Tenant is not, at the time the Option may be renewed and at the time
the Option is renewed, delinquent in any payment of Rents, Additional Rents or
other sum of money due, Landlord grants to Tenant two (2) consecutive options of
five (5) years each to renew Lease. Tenant must give Landlord a minimum of one
hundred-eighty (180) days advance written notice of Tenant's exercise of each
option prior to the expiration of the current Term or extended Term, as
applicable. The Minimum Rent shall be adjusted to the then market rate for
equivalent facilities in the Building and for relevant and comparable facilities
in the general marketplace.



Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>


                                    EXHIBIT A

                                  [FLOOR PLAN]



Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>


                                   EXHIBIT A-1

                    [RIGHT OF FIRST REFUSAL SPACE FLOOR PLAN]




Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

                                    EXHIBIT B

                               TENANT IMPROVEMENTS


Tenant accepts the Premises in "as is" condition except for the following:


1. Landlord shall, at its expense, construct the shell improvements above the
finished ceiling (and including the finished ceiling) within the Leased Premises
in accordance with the attached Landlord Standard Work Letter (Exhibit D),
except that HVAC shall be installed at one (1) ton per 350 square feet of usable
square feet.

2. Landlord agrees to complete the Tenant's interior build-out, first, to the
specifications provided as part of the approved construction drawings and,
secondly, to the Landlord's standard building specifications. Landlord will
construct Tenant's improvements up to an allowance of $16 per rentable square
foot below the finished ceiling. Any costs over the allowance will be the
Tenant's sole financial responsibility. Tenant will reimburse Landlord for all
costs in excess of $16 per rentable square foot within ten (10) days after
receipt of Landlord's invoice and supporting detail.

3. Interior architectural design for the Premises (above and below the ceiling)
will be provided by Morrisette Architecture at an allowance by Landlord of $0.60
per square foot for space plans and approved final construction drawings.
Payment of the aforementioned $0.60 per usable square foot will be the
Landlord's financial responsibility; any additional costs above $0.60 per usable
square foot associated with space planning or construction drawings shall be
Tenant's financial responsibility.

4. Landlord, at its cost, will provide electronic security card access to the
Building at the northeast exterior entrance on the second level. All other
Building access doors will be manually locked after normal operating business
hours for the Building. In addition, interior card access portals separating the
retail area of the Building from the office area of the Building will be
installed at Landlord's expense.

5. In the event that Tenant elects to specify non building standard upgraded
lighting, Landlord shall install, at Tenant's expense, such Tenant desired
ceiling light fixtures and provide a credit of $60 per building light fixture
that would have otherwise been installed. If Tenant desires lighting in excess
of one (1) fixture per one-hundred (100) rentable square feet, Landlord shall
install such additional lighting at Tenant's expense.

6. In the event that Tenant elects to specify non building standard ceiling
height (greater or less than ten (10) feet), Tenant shall be responsible for all
additional cost implications, including, but not limited to, sprinkler head
installation, mechanical equipment, extra sheetrock, etc.

7. Landlord will allow Tenant, at its expense, to construct an exterior
generator pad to the rear of the Leased Premises, as shown on Exhibit A, subject
to Landlord's approval regarding specific location and design. Tenant may, at
its expense, install a generator on the generator pad, provided that said
generator is properly ventilated and enclosed. Tenant shall be responsible for
maintaining and servicing its generator.

8. Landlord will allow Tenant to create an outside seating area near the
proposed exterior generator pad in the location shown on Exhibit A. Landlord, at
its expense, will remove the existing exterior brick wall and Tenant will be
financially responsible for any and all improvements associated with its outside
seating area. The design and layout of Tenant's outside seating area shall be
subject to code as well as approval by Landlord. Tenant shall, at its expense,
be responsible for policing, cleaning and maintaining the outside seating area
upon completion.


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

                                   EXHIBIT B-1


                      RULES AND PROCEDURES FOR CONTRACTORS

The following rules and procedures have been promulgated by NetCenter Partners,
LLC ("Landlord") to ensure that any modifications or improvements within
NetCenter (the "Building") and/or to the Building or the Building systems and
equipment (and/or to any leased premises within the Building) are completed in
compliance with established standards while maintaining a level of safety
consistent with industry standards. The review of tenant plans and/or
specifications by Landlord and its insurers, consultants or other
representatives, does not imply that any plans so reviewed comply with
applicable laws, ordinances, codes, standards or regulations. Nor does
Landlord's review or approvals imply that any work is to be performed at
Landlord's expense.

Landlord reserves the explicit right to eject from the Building any person or
contractor who does not comply with these rules after one day's notice.

I. GENERAL

        A.  No work will be performed within the Building until the Landlord has
            received a full set of architectural drawings and specifications and
            has given written approval.

        B.  All modifications performed within the Building must comply with
            applicable federal, state and local codes and ordinances.

        C.  Prior to the commencement of any work, a building permit must be
            obtained and displayed and a certificate of insurance from the
            Contractor must be furnished to the Landlord naming the following
            entities as additional insureds:

                -  NetCenter Partners, LLC
                -  Divaris Property Management Corp.
                -  Concord Partners, LLC
                -  RAIT Partnership, L.P.
                -  Sovereign Bank

        D.  The Contractor must notify the Landlord of all work scheduled and
            provide the Landlord with a list of personnel working in the
            Building.

        E.  The Contractor must furnish the Landlord with a list of all
            subcontractors to be engaged as well as emergency phone and/or pager
            numbers prior to commencing the work.

        F.  The Contractor must provide an on-site project superintendent while
            construction work is in process.

        G.  All workers must be dressed appropriately when working in the
            Building. Shirts must be worn at all times. No shorts are permitted.

        H.  All carts must be furnished with pneumatic tires and rubber bumpers.

        I.  Smoking is not allowed in any occupied part of the Building.


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

        J.  The use of loud music is prohibited.

        K.  Any work that requires access to another tenant's space must first
            be coordinated through the Landlord's representative. Any additional
            costs of security or building engineering services required due to
            Contractor's work [or during the performance of the Contractor's
            work] shall be charged to the Contractor.

        L.  Dumping of construction debris into Building drains, mop sinks,
            trash dumpsters, etc. is strictly prohibited. If this activity does
            occur, the Contractor shall be charged 200% of Landlord's cost of
            clearing any drain, sink or dumpster where evidence of this activity
            is found.

        M.  Common building restrooms will be designated for use by the
            Contractor. The Contractor shall be responsible for any damage to
            such restrooms and for cleaning and stocking during construction.

        N.  The Contractor shall repair all existing common area finishes
            disturbed by the work or damaged by the Contractor's or
            subcontractor's personnel.

        O.  The work performed by the Contractor or its subcontractors may be
            performed only during hours and days pre-approved by the Landlord's
            representative. The Landlord's representative must pre-approve any
            work that entails excessive noise, vibration or noxious odors.

        P.  Prior to core drilling or cutting, all slabs must be x-rayed and
            Landlord's structural engineer must review x-rays before the
            Contractor may commence work. If obstructions are detected, the core
            drill locations or cutting must be moved as necessary.

        Q.  Any roof related work must be performed by the base Building roofing
            contractor in order to ensure that the roof warranties are not
            jeopardized or voided.

        R.  The Contractor shall immediately report all accidents to the
            Landlord in writing after first notifying Landlord's representative
            by telephone or in person.

        S.  The Contractor shall obtain lien waivers from all subcontractors and
            suppliers of materials relating to the work performed. In the event
            that any mechanics liens are filed against the Building, the
            Contractor shall, within five (5) days, pay off, or escrow
            sufficient funds against or bond around the filed lien(s).

II. INSURANCE

        A.  Prior to the commencement of any construction work in the Building,
            or in any leased premises, Contractor is required to submit a
            Certificate of Insurance, in limits acceptable to the Landlord,
            naming the following entities as additional insureds:

                             NetCenter Partners, LLC
                             1225 19th Street, NW, Suite 850
                             Washington, DC 20036
                                            and
                             Divaris Property Management Corp.
                             One Columbus Center, Suite 700
                             Virginia Beach, VA 23462
                                            and
                             RAIT Partnership, L.P.
                             1818 Market Street, 28th Floor
                             Philadelphia, PA  19103


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

                                            and
                             Sovereign Bank
                             2000 Market Street, Suite 1420
                             Philadelphia, PA 19103


        The Landlord reserves the right to inspect the Contractor's requirements
        for Certificates of Insurance for each of the subcontractors.

        B.  Minimum Limits of Insurance

                The Contractor shall maintain limits no less than:

                1.  Commercial general liability: $1,000,000 combined single
                    limit per occurrence for death, bodily injury and property
                    damage. Minimum $2,000,000 aggregate. (The general aggregate
                    limit shall apply separately to this project/location or the
                    general aggregate shall be twice the required limit.)

                2.  Automobile liability: $1,000,000 per person/$2,000,000 per
                    accident for death, bodily injury and property damage.

                3.  Workers compensation and employers liability: Workers
                    compensation limits as required by the labor code of the
                    jurisdiction in which the Building is located and employers
                    liability limits of $1,000,000 per accident.

                4.  Umbrella Liability: $5,000,000 per occurrence and $5,000,000
                    aggregate. (The aggregate limit shall apply separately to
                    this project/location).

        C. Coverages

                1.  General Liability and Automobile Liability Coverage

                    (a) The Landlord, the managing agent of the Building, the
                        holder of any mortgage, and their respective officers
                        and employees are to be covered as additional insureds
                        as respects: liability arising out of activities
                        performed by or on behalf of the Contractor; projects
                        and completed operations of the Contractor; premises
                        owned, leased, or used by the Contractor; or automobiles
                        owned, leased, hired, or borrowed by the Contractor.

                            The coverage shall contain no special limitations on
                            the scope afforded. The Contractor's insurance shall
                            apply separately to each insured against whom claim
                            is made or suit is brought except with respect to
                            the limits of the insurer's liability.

                2.  Workers Compensation and Employers Liability Coverage

The insurer shall agree to waive all rights of subrogation against the Landlord,
its officers, officials, and employees for losses arising from work performed by
the Contractor for the Landlord.

                3.  All Coverages

Each insurance policy required by this clause shall be endorsed to state that
coverage shall not be suspended, voided, canceled by either party, reduced in
coverage or in limits except after 30 days prior written notice by certified
mail, return receipt requested, has been given to the Landlord.


III. LIFE SAFETY, FIRE AND SPRINKLER SYSTEMS


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

                A.  All work to the Building's sprinklers or life safety systems
                    must be arranged in advance through the Building Manager,
                    who may be reached at (757) 497-2113 or (757) 838-9500.

                B.  The Building Manager must be contacted prior to any welding
                    so that the fire alarm systems can be properly monitored or
                    turned off.

                C.  Contractor will not disconnect, tamper with, delete,
                    obstruct, relocate, or expand any life safety equipment,
                    except as indicated on drawings approved by the Building
                    Manager.

                D.  Any unit or device temporarily incapacitated will be
                    red-tagged "Out of Service" and the Building Manager will be
                    alerted prior to the temporary outage.

                E.  All Tenant installed fire alarm initiation and notification
                    devices that connect with the base building fire alarm
                    system shall match the base building system and be approved
                    by the Building Manager.

                F.  All sprinkler systems and equipment are to be designed and
                    installed in accordance with the current standards of the
                    National Fire Protection Association.

                G.  All corrective work to the fire alarm system due to the
                    Contractor's work shall be charged to the Contractor.


IV. DELIVERIES, LOADING DOCK AND PARKING

                A.  Entrance and exit to the Building by workmen or by delivery
                    persons shall be at times and locations pre-determined by
                    the on-site Building Manager.

                B.  All employees of Contractor or any subcontractor must notify
                    the on-site Building Manager each day of the commencement of
                    work.

                C.  Any large material deliveries, activities affecting other
                    tenants of the Building, staying in the parking lot or
                    access to electrical or telephone closets must be
                    coordinated through the on-site Building Manager at (757)
                    838-9500.

                D.  Parking in the Building parking lot by workmen must be in
                    areas pre-approved by the Building Manager.

                E.  Deliveries which entail the rolling of materials across
                    finished floor surfaces require that the flooring be
                    protected by masonite during the delivery.

V. ELEVATOR

                A   The passenger elevator(s) and escalator(s) may not be used
                    by workmen or delivery persons for any purpose.

                B.  The freight elevators may be used by workmen or delivery
                    persons with prior notice to and approval by the Building
                    Manager.

                C.  Any costs to repair damage to the elevators or escalators
                    including dust or dirt in machine rooms or costs for service
                    calls resulting from the Contractor's operations will be
                    charged to the Contractor.



Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

VI. BUILDING OPERATING HOURS

                A.  The Building is staffed from 9:00 a.m. to 6:00 p.m., Monday
                    through Friday and 9:00 a.m. to 1:00 p.m. on Saturdays. Any
                    construction work occurring beyond these hours must be
                    approved at least 24 hours in advance with the Building
                    Manager.

                B.  No construction activity will be permitted outside of the
                    stated hours without the permission of the Building Manager.


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

VII. OTHER BUILDING TENANTS, COMMON AREAS AND HOUSEKEEPING

                A.  If work is necessary in an occupied or unoccupied adjacent
                    tenant space, the Contractor will be fully responsible to
                    protect existing finishes, furniture, etc.

                B.  Any damage done in adjacent spaces or in common areas will
                    be the sole responsibility of the Contractor.

                C.  All cleanup and trash removal from the Building are the sole
                    responsibility of the Contractor.


VIII. PERMITS, DRAWINGS AND CODES

                A.  Approved Drawings: Contractor will supply the Building
                    Manager with one copy of all approved drawings for review
                    prior to commencement of any alteration (including
                    architectural, structural, mechanical, electrical, plumbing
                    and lighting). Any work to be performed that impacts the
                    sprinkler systems shall require submission of sprinkler
                    drawings showing locations of all existing sprinkler heads
                    as well a proposed location of new heads along with approved
                    hydraulic calculations to be approved by the local Fire
                    Marshall prior to commence of work.

                B.  As-Built Drawings: At the completion of the work, the
                    Contractor shall furnish the Landlord with one (1) set of
                    reproducible drawings and two (2) sets of blue-line prints
                    showing the final as-built construction work performed.

                C.  Building Permits and Codes: Applicable alterations shall be
                    approved by the appropriate government agencies and permits
                    shall be obtained by the Contractor. A copy of all such
                    permits shall be supplied to the Building Manager.


IX. UTILITIES

                A.  Utilities (i.e. electric, gas, water, telephone/cable) must
                    not be cut off or interrupted without 48 hours prior notice
                    and written permission given by the Building Manager and
                    affected tenants.

X. SECURITY

                A.  The Contractor will be responsible for controlling any keys
                    or access cards furnished by Landlord and will return them
                    to the Landlord.

                B.  The Contractor will be responsible for locking any secure
                    area made available to the Contractor whenever that area is
                    unattended.

                C.  The Contractor's on-site personnel may be required to wear
                    acceptable forms of identification badges.

XI. CLEANING

                A.  Contractor will remove all trash and debris as often as
                    necessary to maintain cleanliness in the Building. The
                    Building trash compactors or containers are not to be used
                    for construction debris.

                B.  Walk-off mats or other protection must be provided at door
                    entrances where work is being performed.


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

                C.  Carpeting must be protected by plastic runners or hardboard
                    as necessary to maintain cleanliness and to protect carpets
                    from damage.

                D.  Tile, granite and wood floors shall be protected from damage
                    as necessary.

                E.  Contractor will furnish a vacuum(s) with a supply of clean
                    bags and an operator to facilitate ongoing clean-up.

                F.  Trash removal will be scheduled by the Contractor and
                    coordinated with the Building Manager.

                G.  Contractors must remove all food cartons and related debris
                    from the work area on a daily basis.

                H.  Driveway and street cleaning by the Contractor will be
                    required when the Contractor's work has created mud or
                    debris.


XII. MECHANICAL AND ELECTRICAL WORK

                A.  Before any new electrical or mechanical equipment is
                    installed in the Building, Contractor must submit a copy of
                    the manufacturer's data sheets along with complete shop
                    drawings and submittals to the Landlord for approval.

                B.  Any installation or modification to Building HVAC or
                    electrical system must be first submitted for review by the
                    Landlord. This includes Building systems as well as
                    supplemental units and/or exhaust systems.

                C.  The mechanical and electrical plans must be prepared by a
                    licensed engineer and must show size and location of all
                    supply and return grilles. The Landlord's MEP engineer will
                    review all MEP drawings.

                D.  Contractors modifying ductwork, air grilles, VAV boxes, etc.
                    must balance the air and water systems as necessary. All air
                    balancing must be done in the presence of the Landlord. Two
                    copies of all balance reports shall be submitted to the
                    Landlord for review and approval.

                E.  Exhaust fans must not be installed which discharge into a
                    return ceiling plenum. Such fans will be ducted to the
                    outside via exhaust shafts or other routes as approved by
                    the Landlord.

                F.  All telecommunications and electrical systems wiring which
                    are not to be reused including conduit, BX cable, electric,
                    telephone or data wiring, shall be removed from the ceiling
                    back to the originating terminal block or panel.

                G.  The installation of Tenant equipment (except emergency
                    lighting per code) on the base building emergency power
                    supply systems is not permitted.

                H.  All circuit breaker panels must be clearly and accurately
                    identified with typed labels.

                I.  Tenant installed equipment that supplements existing base
                    building equipment such as VAV boxes, fire alarm devices,
                    control work; etc. shall be identical to the existing base
                    building equipment to facilitate warranty and maintenance
                    operations.

                J.  All concealed equipment shall be located with necessary
                    accessibility for maintenance and repair.


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

                                    EXHIBIT C

                              RULES AND REGULATIONS

        1. OBSTRUCTION OF PASSAGEWAYS. The sidewalks, entrances, passages,
courts, corridors, and other public parts of the Building shall not be
obstructed or encumbered by Tenant or used by Tenant for any purpose other than
ingress and egress.

        2. WINDOWS. Windows in the Premises shall not be covered or obstructed
by Tenant. No bottles, parcels, or other articles shall be placed on the window
sills, in the halls, or in any other part of the Building. No article shall be
thrown out of the doors or windows of the Premises.

        3. PROJECTIONS FROM BUILDING. No awnings, air conditioning units, or
other fixtures shall be attached to the outside walls or the window sills of the
Building by Tenant or otherwise affixed by it so as to project from the
Building, without the prior written consent of Landlord.

        4. SIGNS. No sign or lettering shall be affixed by Tenant to any part of
the outside of the Building, or any part of the inside of the Leased Premises so
as to be clearly visible from the outside of the Building, without the prior
written consent of Landlord.

        5. FLOOR COVERING. Tenant shall not lay linoleum or other similar floor
covering so that the same shall come in direct contact with the floor of the
Premises. If linoleum or other similar floor covering is desired to be used, an
interlining of builder's deadening felt first shall be fixed to the floor by a
paste or other material that may easily be removed with water, the use of cement
or other similar adhesive material being expressly prohibited.

        6. INTERFERENCE WITH OCCUPANTS OF BUILDING. Tenant shall not make, or
permit to be made, any unseemly or disturbing noises and shall not interfere
with other tenants or those having business with them. Tenant will keep all
mechanical apparatus in the Leased Premises free of vibration and noise which
may be transmitted beyond the limits of the Leased Premises.

        7. LOCKS, KEYS. No additional locks or bolts of any kind shall be placed
on any of the doors or windows by Tenant. Notwithstanding, Tenant shall be
permitted to install its own interior security system subject to Landlord's
prior approval which shall not be unreasonably withheld. Tenant shall, on the
termination of Tenant's tenancy, deliver to Landlord all keys to any space
within the Building, either furnished to or otherwise procured by Tenant, and in
the event of the loss of any keys furnished Tenant shall pay Landlord the cost
thereof. Tenant, before closing and leaving the Leased Premises, shall ensure
that all its windows are closed and its entrance doors locked.

        8. CONTRACTORS. No contract of any kind with any supplier of
non-inventory items, including towels, water, ice, toilet articles, waxing, rug
shampooing, venetian blind washing, furniture polishing, electrical servicing or
cleaning, removal of waste paper or garbage, or other like service shall be
entered into by Tenant, nor shall any vending machine of any kind be installed
in the Leased Premises or the Building, without the prior written consent of
Landlord. Landlord shall not be responsible to Tenant for any loss of property
from the Leased Premises however occurring, or for any damage done to the
effects of Tenant by janitors or any of Tenant's employees, or by any other
person or any other cause.

        9. PROHIBITED AND LEASED PREMISES. Tenant shall not, without the prior
written approval of Landlord, (i) conduct, or permit any other person to
conduct, any auction upon the Leased Premises, (ii) manufacture or store goods,
wares or merchandise upon the Leased Premises, except the storage of usual
supplies and inventory to be used by Tenant in the conduct of its business,
(iii) permit the Leased Premises to be used for gambling or any other illegal
activity, (iv) make any unusual noises in the Building, (v) permit to be placed
any musical instrument on the Leased Premises, (vi) permit to be played any
radio, television, recorded or wired music in such a loud manner as to disturb
or annoy other tenants, or (vii) permit any unusual odors to be produced upon
the Leased Premises. Canvassing, soliciting and peddling into the Building


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

are prohibited, and Tenant shall cooperate to prevent the same. No bicycles,
vehicles or animals of any kind shall be brought into or kept in or about the
Leased Premises or the Building except that vehicles may be parked in the
parking spaces provided in the Common Areas and in accordance with such other
rules with respect to vehicles and parking as may be established from time to
time by Landlord.

        10. PLUMBING, ELECTRIC AND TELEPHONE WORK. Plumbing facilities shall not
be used for any purpose other than those for which they were constructed; and no
sweepings, rubbish, ashes, newspaper or other substances of any kind shall be
thrown into them. Waste and excessive or unusual usage of electricity or water
is prohibited. When electric wiring of any kind is introduced, it must be
connected as directed by Landlord, and no stringing or cutting of wires will be
allowed, except by prior written consent of Landlord, and shall be done by
contractors approved by Landlord. The number and locations of telephones,
telegraph instruments, electrical appliances, call boxes, etc., shall be subject
to Landlord's approval.

        11. MOVEMENT OF FURNITURE, FREIGHT OR BULKY MATTER. The carrying in or
out of freight, furniture or bulky matter of any description must take place
during such hours as Landlord may from time to time reasonably determine and
only after at least three (3) days advance notice to the superintendent of the
Building. The persons employed by Tenant for such work must be reasonably
acceptable to Landlord. Tenant may, subject to such advance notice to the
superintendent of the Building and such other reasonable conditions as Landlord
may establish from time to time, as well as the other provisions hereof, move
freight, furniture, bulky matter, and other material into or out of the Leased
Premises provided Tenant pays additional costs, if any, incurred by Landlord for
security guards, and for any other expenses occasioned by such activity of
Tenant. If Landlord requests that Tenant deposit with Landlord, as security for
Tenant's obligation to pay such additional costs, a sum of which Landlord
reasonably estimates to be the amount of such additional costs. Tenant shall
deposit such sum with Landlord as security for such cost. There shall not be
used in the Building or Leased Premises, either by Tenant or by others in the
delivery or receipt of merchandise, any hand trucks except those equipped with
rubber tires and side guards, and no hand trucks will be allowed in the Building
without the consent of the superintendent of the Building.

        12. SAFES AND OTHER HEAVY EQUIPMENT. Landlord reserves the right to
prescribe the weight and position of all safes and other heavy equipment so as
to distribute properly the weight thereof and to prevent any unsafe condition
from arising.

        13. NOTICE OF ACCIDENTS. Tenant shall give Landlord prompt written
notice of any accident or damage occurring on or to the Leased Premises or the
Common Areas adjacent to the Leased Premises.


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

                                    EXHIBIT D

                          LANDLORD STANDARD WORK LETTER




PARTITIONS/DOORS/WINDOW SYSTEMS:

>>  Slab-to-slab 5/8", 1-hour fire rated sheetrock demising partitions and
    exterior walls taped and spackled (by Landlord) and ready for paint
    application (by Tenant). 3 5/8" supporting metal studs, 24" on center. Sound
    insulation to be provided in demising partitions at Tenant's option and
    expense.

>>  All interior columns covered with  1/2" sheetrock extended 6" above the
    ceiling, taped and spackled by Landlord and ready for paint application by
    Tenant.

>>  Building standard glass suite entry door and window combination system from
    exterior of Netcenter (as may be applicable), manufactured by United States
    Aluminum, 10'-0" x 12'-0", with 3'-0" x 8'-0" entry door, anodized natural
    aluminum frames, with low-E, double-pane insulated tempered glass.

>>  Building standard glass suite entry door and window combination system from
    interior of Netcenter, manufactured by United States Aluminum, 10'-0" x
    12'-0", with 3'-0" x 8'-0" entry door, tempered glass with anodized natural
    aluminum frames.

>>  Building standard window system(s) from interior of Netcenter (where
    applicable), manufactured by United States Aluminum, 10'-0" x 12'-0",
    tempered glass with anodized natural aluminum frames.

SPRINKLER:

>>  Existing condition base building sprinkler system to remain (meets or
    exceeds NFPA minimum standard). Existing sprinkler heads turned up in
    accordance with local codes until tenant improvements are constructed.
    Landlord will turn existing heads back down.

>>  Additional required and/or relocated heads based upon tenant layout to be
    provided at Tenant's expense. Sprinklers to be installed with recessed heads
    and in accordance with local codes. All sprinkler heads to be centered on
    acoustical tiles in drop ceiling.

HVAC:

>>  HVAC system(s) provided by Landlord, installed at one ton per 400 RSF;
    additional HVAC capacity, if needed, provided at Tenant's expense.

>>  HVAC package units to be roof deck mounted and self-contained or split
    systems. Building standard thermostat controls to be provided, one for each
    package unit, installed in open areas of Tenant's space.

>>  Landlord to provide trunk distribution lines (rigid duct) above finished
    ceiling from each package unit. Tenant to be responsible for installation
    cost of flexible duct extensions and supply air/return air diffusers, as
    needed for Tenant space layout.

CEILINGS:

>>  Interior grid and drop ceiling provided, 2' x 4' Celetex acoustical ceiling
    tile, with typical ceiling height of 10'-0" AFF.


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>

TENANT LIGHTING:

>>  6" deep 2'x4' 277v 3-lamp F32/T8 Lithonia fluorescent fixtures with
    energy-saving electronic ballasts, parabolic 18-cell lay-in light lens, with
    air supply/return perimeter slots.

>>  Tenant lighting will be provided at one (1) light fixture per 100 RSF,
    additional fixtures to be provided at Tenant's expense.

ELECTRICAL:

>>  Landlord to provide building standard electrical service extended from
    building electrical switch gear room to Tenant space as follows:

    -   For each increment of 5,000 RSF of Tenant space, one (1) electrical
        distribution panel box with 200 AMP service installed within the Tenant
        space. Distribution of service and wiring within Tenant space to be
        provided at Tenant's expense.

    -   480/277v, three phase light panel within Tenant space for building
        standard fluorescent lighting. Two (2) watts per square foot capacity
        for lighting.

    -   K-13 rated transformer.

    -   120/208, single-phase convenience power panel with up to forty (40)
        breaker switches. Estimated six (6) watts per square foot capacity
        available for Tenant's internal use.

    -   Emergency and exit lighting as required in all core areas, including
        common lobbies, toilet rooms, and MEP and equipment rooms. All other
        fire and life safety lighting within Tenant's space to be provided at
        Tenant's expense.

    -   E-mon D-mon KWH stand alone meter(s) to be installed in the main
        electrical switchboard room at Tenant's expense. Model number is based
        upon voltage and phase.

FLOORING:

>>  Exposed concrete floor finish, ready to receive Tenant flooring material.

TENANT SIGNAGE:

>>  Building standard Tenant suite identification signage provided by Landlord
    and paid for by Tenant.

RESTROOMS

>>  Landlord, at its cost, provides restrooms in the common areas per code
    requirements based upon building square footage. If Tenant decides to
    install restrooms within its demised space, Tenant is responsible for the
    cost.

ANY CHANGES IN MATERIALS, QUANTITIES, SIZES OR PROVISIONS IN EXCESS OF THOSE
SPECIFIED HEREIN THAT TENANT DESIRES TO BE INSTALLED IN OR ABOUT THE LEASED
PREMISES SHALL BE AT TENANT'S EXPENSE


Landlord's Initials:_________         Tenant's Initials:_________
<PAGE>
                                    EXHIBIT E
                         SUBORDINATION, NON-DISTURBANCE,
                        ATTORNMENT AND ESTOPPEL AGREEMENT


         THIS AGREEMENT made as of the ____ day of __, 200___, among SOVEREIGN
BANK, a Pennsylvania Bank with an office for the transaction of business at 2
Aldwyn Center, Villanova, PA 19085 ("Mortgagee"), and RAIT PARTNERSHIP, L.P., a
Delaware limited partnership, having an address at 1845 Walnut Street, 10th
Floor, Philadelphia, Pennsylvania 19103 ("Second Mortgagee"), and NETCENTER
PARTNERS, LLC, a Virginia limited liability company, with an office at 1225 19th
Street, NW, Suite 850, Washington, DC 20036 ("Landlord"), and ,__ a with an
office at ________ ("Tenant").

                               W I T N E S S E T H

         WHEREAS, the Landlord owns title to an improved parcel of land located
at 5200 West Mercury Boulevard in Hampton, Virginia upon which a mixed-use
office and retail project has been constructed (collectively referred to herein
as the "Facility"); and

         WHEREAS, the Landlord, in order to pay for various improvements to the
Facility, has arranged a loan with the Mortgagee (the "Loan") and a loan with
Second Mortgagee ("Second Loan"); and

         WHEREAS, as security for the Loan, Landlord has entered into or is
otherwise obligated on a mortgage or mortgages (collectively, the "Mortgage")
which grants to the Mortgagee a mortgage lien on the Facility and has entered
into a certain Assignment of Rents and Leases (the "Assignment") which assigns
to Mortgagee all of the right, title and interest of Landlord under all present
and future leases of any part of the Facility including the Lease (as
hereinafter defined); and

         WHEREAS, as security for the Second Loan, Landlord has entered into or
is otherwise obligated on a mortgage or mortgages (collectively, the "Second
Mortgage") which grants to the Second Mortgagee a mortgage lien on the Facility
and has entered into a certain Second Assignment of Rents and Leases (the
"Second Assignment") which assigns to Second Mortgagee all of the right, title
and interest of Landlord under all present and future leases of any part of the
Facility including the Lease (as hereinafter defined); and

         WHEREAS, the Mortgage, the Second Mortgage, the Assignment and the
Second Assignment have been or are to be recorded in the Clerk's Office of
Hampton, Virginia (the "Public Records"); and

         WHEREAS, Landlord and Tenant have entered into a certain lease
agreement dated (the "Lease") for the lease by Tenant of certain premises in the
Facility __________________ (the "Leased Premises"); and



<PAGE>

         WHEREAS, the terms of the Mortgage and the Second Mortgage require that
the Lease be subordinated to the lien, operation and effect of the Mortgage and
the Second Mortgage; and

         WHEREAS, Tenant desires a recognition of and consent to the Lease terms
by Mortgagee and to be assured of continued occupancy of the Leased Premises
under the terms of the Lease in the event that Mortgagee succeeds to the rights
of the Landlord under the Lease pursuant to the terms of the Mortgage or the
Assignment; and

         WHEREAS, Tenant desires a recognition of and consent to the Lease terms
by Second Mortgagee and to be assured of continued occupancy of the Leased
Premises under the terms of the Lease in the event that Second Mortgagee
succeeds to the rights of the Landlord under the Lease pursuant to the terms of
the Second Mortgage or the Second Assignment.

         NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) by
each party in hand, paid to the other, the receipt of which is hereby
acknowledged, and in connection of the mutual promises, covenants and agreements
herein contained, the parties hereto, intending to be legally bound hereby,
promise, covenant and agree as follows:

         1.       Incorporation of Recitals. The Recitals portion of this
Agreement is hereby incorporated by this reference as fully as though it were
here rewritten.

         2.       Subordination of Lease. The Lease shall be subject and
subordinate to the lien, operation and effect of the Mortgage, the Second
Mortgage, the Assignment and the Second Assignment insofar as either of these
instruments affects the Facility or other real and personal property owned by
the Landlord of which the Leased Premises is a part, and to all renewals,
modifications, consolidations, replacements and extensions thereof, to the full
extent of the principal sum secured thereby and interest thereon, with the same
force and effect as if the Mortgage, the Second Mortgage, the Assignment and the
Second Assignment had been executed, delivered, and duly recorded in the Public
Records, prior to the execution and delivery of the Lease. Mortgagee and Second
Mortgagee hereby consent to the terms and provisions of the Lease.
Notwithstanding the foregoing, Mortgagee and Second Mortgagee consent to the
removal by Tenant of its Personal Property on the Leased Premises in accordance
with the terms of the Lease.

         3.       Non-Disturbance of Tenant. In the event that Mortgagee and
Second Mortgagee, or any purchaser at foreclosure sale or any successor or
assign (such purchaser, successor or assign, "Successor") takes possession of
the Leased Premises as a mortgagee-in-possession, by foreclosure of the Mortgage
or the Second Mortgage, by acquisition of title in lieu of foreclosure, or
pursuant to the Assignment or the Second Assignment, Mortgagee and Second
Mortgagee (and their Successors) agree not to disturb Tenant's right to
possession of the Leased Premises so long as Tenant is not then in default under
any of the terms, covenants or conditions of the Lease, beyond any applicable
cure period.

                                       2

<PAGE>

         4.       Attornment to Mortgagee and Second Mortgagee.


                  (a)      In the event that Mortgagee and Second Mortgagee (or
their Successors) succeeds to the interest of Landlord under the Lease,
Mortgagee and Second Mortgagee (or their Successors) and Tenant hereby agree to
be bound to one another under all of the terms, covenants and conditions of the
Lease. Accordingly, from and after such event, Mortgagee and Second Mortgagee
(or their Successors) and Tenant shall have the same remedies against one
another for the breach of any agreement contained in the Lease as Tenant and
Landlord had before Mortgagee and Second Mortgagee (or their Successors)
succeeded to the interest of Landlord, provided, however, Mortgagee and Second
Mortgagee (or their Successors) shall not be: (i) bound by any rent, additional
rent or other sum which Tenant might have paid for more than one (1) month in
advance to Landlord of its due date under the Lease; (ii) liable for any act or
omission of Landlord unless Tenant shall have given notice (pursuant to
Paragraph 6(b) hereof) of such act or omission to the party who was then holder
of the Mortgage and the Second Mortgage (whether or not such holder elected to
cure or remedy such act or omission); (iii) liable for the return of any
security deposits which Tenant may have paid to any prior landlord (including
Landlord), unless such deposit is available to the party who was the holder of
the Mortgage or the Second Mortgage at the time of a foreclosure; (iv) subject
to any offset (except those expressly prohibited under the Lease) or defense or
claims in the nature of a counterclaim which Tenant might have against Landlord
unless such offset or defense is due to a default by Landlord, and Mortgagee and
Second Mortgagee have been given proper notice of such default and failed to
cure such default; (v) bound by any amendment or modification of the Lease made
without the written consent of the Mortgagee and Second Mortgagee (or their
Successors) other than an amendment or modification of the Lease which does not:
(w) increase or decrease the term of the Lease; (x) decreases the rent; (y)
materially increase Landlord's or Tenant's rights or obligation thereunder; or
(z) material decrease Tenant's or Landlord's rights or obligations thereunder;
and (vi) liable to Tenant for the payment of money to satisfy a judgment in the
event of any default or breach with respect to any of the terms, covenants and
conditions of the Lease to be observed and/or performed by the Mortgagee and
Second Mortgagee if Mortgagee or Second Mortgagee should succeed to the position
of the Landlord under the Lease, beyond the estate of the Mortgagee and Second
Mortgagee in the Facility and the rents and other income therefrom, it being the
intention of this Agreement that no asset of Mortgagee and Second Mortgagee
except any interest it may have in the Facility, shall be subject to levy,
execution or other procedures for the satisfaction of any money judgment of
Tenant.

                  (b)      This attornment shall be effective and self-operative
without the execution of any further instrument by any of the parties hereto
immediately upon the Mortgagee and Second Mortgagee or any purchaser at a
foreclosure sale or any successor or assign succeeding to the interest of the
Landlord under the Lease, and the respective rights and obligations of Tenant
and Mortgagee and Second Mortgagee upon such attornment, to the extent of the
then remaining balance of the term of the Lease and any extension or renewal
permitted thereby, shall be and are the same as are now set forth therein.

         5.       Attornment to New Owner. In the event that any one else
acquires title to or the right to possession of the Lease Premises upon the
foreclosure of the Mortgage or the Second

                                       3
<PAGE>

Mortgage, or upon the sale of the Facility or any part thereof by Mortgagee and
Second Mortgagee (or their Successors) after foreclosure or acquisition of title
in lieu thereof or otherwise, Tenant agrees not to seek to terminate the Lease
by reason thereof, but shall remain bound unto the new owner, and any liability
of Mortgagee and Second Mortgagee to Tenant under the Lease or hereunder
accruing after the transfer shall terminate upon transfer of title to the
Facility to such new owner.

         6.       Representations and Covenants by Both Landlord and Tenant.

                  (a)      Landlord and Tenant represent and warrant to the
Mortgagee and Second Mortgagee that the Lease sets forth the all agreements of
Landlord and Tenant with respect to the Leased Premises. The Lease has not been
modified or amended and is in full force and effect on the date hereof.

                  (b)      Landlord and Tenant covenant and agree with the
Mortgagee and Second Mortgagee that Landlord and Tenant will send to Mortgagee
and Second Mortgagee copies of notices of default required to be given by either
of them under the Lease or received by either of them with respect to the Leased
Premises, which shall be sent to Mortgagee and Second Mortgagee at the same time
as such statement or notice is sent by that party to the other.

         7.       Tenant Representations and Covenants. Tenant hereby
warrants and represents, covenants and agrees to and with Mortgagee and Second
Mortgagee that:

                  (a)      Tenant will not seek to terminate the Lease by reason
of any default by the Landlord until Tenant shall have given written notice of
such default to the Mortgagee and Second Mortgagee (or their Successors), and
until in the event of (i) a default which (A) adversely affects in any material
respect the interior of the Lease Premises or Tenant's use thereof, or (B)
interferes in any material respect with vehicular or pedestrian access to the
Leased Premises or the Facility or the parking area serving the Leased Premises,
a period of thirty (30) days shall have elapsed; and (ii) any other default by
Landlord, a period of forty (40) days shall have elapsed, the Mortgagee and
Second Mortgagee (or their Successors) shall have the right, but not the
obligation to remedy such default; provided, however, that if the default does
not involve the payment of money from Landlord to Tenant and is of such a nature
that it could not be reasonably remedied within such 30-day or 40-day period, as
the case may be, or the nature of the default or the requirements of local law
require the Mortgagee and Second Mortgagee (or their Successors) to appoint a
receiver or to foreclose on or commence legal proceedings to recover possession
of the Facility in order to effect such remedy and such legal proceedings and
consequent remedy cannot reasonably be achieved within the applicable 30-day or
40-day period, then the Mortgagee and Second Mortgagee (or their Successors)
shall have such further time as is reasonable under the circumstances to effect
such remedy; provided, however, that the Mortgagee (or their Successors) shall
notify Tenant within fifteen (15) days after receipt of Tenant's notice of the
intention of the Mortgagee and Second Mortgagee (or their Successors) to effect
such remedy; and provided, further, that the Mortgagee and Second Mortgagee (or
their Successors) promptly institute legal proceedings to appoint a receiver for
the Facility to foreclosure on or recover possession of the Facility within the
applicable 30-day or 40-day


                                       4
<PAGE>


period and thereafter prosecutes said proceedings and remedy with due diligence
and continuity to completion.

                  (b)      Tenant shall certify in writing to Mortgagee and
Second Mortgagee within fifteen (15) days in connection with any proposed
assignment of the Mortgage, the Second Mortgage, the Assignment or the Second
Assignment, whether or not, to Tenant's knowledge, any default on the part of
Landlord then exists under the Lease or whether any event has occurred which,
but for the passage of time, the giving of notice or both, would constitute a
default under the Lease.

                  (c)      Mortgagee and Second Mortgagee (or their Successors)
and assigns shall be named as an additional insured, as its interest may appear,
in any policies of insurance now or hereafter required under the Lease.

                  (d)      Upon receipt by Tenant from Mortgagee and Second
Mortgagee of notice of any default under the Mortgage, the Second Mortgage, the
Assignment or the Second Assignment, Tenant shall pay all rents and other sums
due under the Lease directly to Mortgagee and Second Mortgagee, Landlord
agreeing that any such payment to Mortgagee and Second Mortgagee will be an
absolute release to Tenant of any obligation to pay the same sum to Landlord.

                  (e)      All of Landlord's right, title and interest as lessor
under the Lease is being duly assigned to Mortgagee and Second Mortgagee
pursuant to the terms of the Assignment, the Second Assignment and pursuant to
the terms thereof all rental payments under the Lease shall continue to be paid
to Landlord in accordance with the terms of the Lease unless and until Tenant is
otherwise notified in writing by Mortgagee and Second Mortgagee.

         8.       Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the respective successors and assigns of all of the parties
hereto.

         9.       Notices; Captions; and Gender. Any notices required or
permitted to be given hereunder shall be in writing and (i) personally
delivered, (ii) given by certified mail, postage prepaid, return receipt
requested, or (iii) overnight courier, in each instance addressed to the
following addresses or such other addresses as the parties may for themselves
designate in writing as provided herein for the purpose of receiving notices
hereunder:

                  Mortgagee:                Sovereign Bank
                                            2 Aldwyn Center
                                            Villanova, PA  19085




                                       5
<PAGE>


                  Second Mortgagee:         RAIT Partnership, L.P.
                                            1845 Walnut Street, 10th Floor
                                            Philadelphia, PA  19103

                  Landlord:                 NetCenter Partners, LLC
                                            1225 19th Street, NW
                                            Suite 850
                                            Washington, DC  20036

                  Tenant:
                                            -----------------------

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

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

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


                  Any notice hereunder shall be deemed given, in the case of
personal delivery, upon actual delivery, and in the case of certified mail or
overnight courier, when actually received or receipt thereof is refused.

         10.      Miscellaneous. The captions used at the beginning of each
paragraph of this Agreement are for the convenience of the reader and do not
form a part of this Agreement.

                  Whenever used, the singular number shall include the plural,
the plural the singular, and the use of any gender shall include all genders.

                  This instrument shall be governed and construed in accordance
with the laws of the Commonwealth of Virginia.


                           [INTENTIONALLY LEFT BLANK]




                                       6
<PAGE>



         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officer or partner as of the day
and year first above written.

                 SOVEREIGN BANK



                 By:
                    --------------------------------------------------
                 Name:
                      ------------------------------------------------
                 Title:
                       -----------------------------------------------

                 RAIT PARTNERSHIP, L.P.


                 By:                                         , its
                    -----------------------------------------
                      General Partner
                 Name:
                      ---------------------------------------
                 Title:
                       --------------------------------------

                 NETCENTER PARTNERS, LLC


                 By:
                    -----------------------------------------
                 Name:
                      ---------------------------------------
                 Title:
                       --------------------------------------

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


                 By:
                    --------------------------------------------------
                 Name:
                      ------------------------------------------------
                 Title:
                       -----------------------------------------------


                                       7




<PAGE>
Exhibit F

Janitorial Specifications

Landlord shall ensure that the Leased Premises are cleaned in accordance with a
high level of professionalism and cleanliness which shall include, but not be
limited to, the following specifications listed below.

A.       Daily

         1.       Remove trash from wastebaskets and replace plastic linings.
                  Plastic liners to fit waste receptacles in such a manner as to
                  not overhang the top by more than two (2) inches. Remove all
                  materials from recycling boxes and place in separate recycling
                  bins for storage.

         2.       Dust mop all hardwood floor areas with a treated dust mop.

         3.       Sweep, dry mop or vacuum all high- traffic floor areas with
                  hard surface flooring or carpet, remove matter such as gum,
                  staples, paper clips, tar, etc. which has adhered to the
                  floor.

         4.       Dust all horizontal surfaces with a treated cloth or dust wand
                  including furniture, files, equipment, blinds, art frames,
                  computer monitors, shelves and louvers. Damp wipe countertops
                  and conference room tables, except glass, which will be
                  cleaned with glass clean.

         5.       Dust all grillwork within reach.

         6.       Spot clean doors, frames, walls and switch plates to remove
                  fingerprints, spills and other markings.

         7.       Spot clean all interior partitions, walls, glass, windows and
                  glass doors.

         8.       Spot clean all metal trim work, removing fingerprints,
                  smudges, water and other marks.

         9.       Push Tenant employees' chairs up into desks.

         10.      Spot clean all carpet stains.

B.       Weekly

         1.       Dust all baseboards.

         2.       Damp wipe all telephones, including dials and crevices, using
                  disinfectant and detergent.

         3.       Brush all fabric- covered chairs with a lint brush and all
                  smooth or vinyl covered chairs with a damp cloth.

         4.       Wet mop and buff all hard surface flooring. Wipe all
                  baseboards and furniture legs clean after mopping.

         5.       Dust all chair and table legs and rungs, baseboards, ledges,
                  moldings, windowsills, and other low reach areas.

         6.       Vacuum all private offices and conference rooms floor areas
                  with hard surface flooring or carpet.

C.       Monthly

         1.       Vacuum and damp wipe all ceiling air supply and exhaust
                  diffusers and grills.

         2.       Wash all vinyl and metal kick plates.

         3.       Using tank vacuum or backpack, vacuum corners and edges.

D.       Quarterly

         1.       Scrub, strip and apply non-slip floor finish to all hard
                  surface flooring using an approved, buffable, non-slip type
                  floor finish on an as-needed basis. Wipe all baseboards and
                  furniture legs clean after refinishing floor.

         2.       High dust all horizontal and vertical surfaces not reached in
                  the nightly cleaning, such as pipes, light fixtures, door jams
                  and other wall hangings.

         3.       Wash all interior glass using window detergent and squeegee.
                  Wipe all metal vertical and horizontal mullions.

         4.       Vacuum and dust all books in place.

         5.       Damp wipe diffusers and grills, vents, and other such items,
                  including surrounding walls and ceiling areas that are soiled.

         6.       Dust all venetian blinds.

Landlord's Initials:___________                 Tenant's Initials:____________

<PAGE>




Exhibit G

Watch Guard Specifications

A.       NetCenter currently employs an outside watch guard firm to provide
         watch guard services on the following schedule:

         1.       Monday- Friday

                  a.       7 a.m.- 9 a.m.: Two armed officers
                  b.       9 a.m.- 10 p.m.: Three armed officers
                  c.       10 p.m.- 7 a.m.: One armed officer

         2.       Saturday

                  a.       7 a.m.- 9 a.m.: Two armed officers
                  b.       9 a.m.- 6 p.m.: Three armed officers
                  c.       6 p.m.- 10 p.m.: One armed officer
                  d.       10 p.m.- 7 a.m.: One armed officer

         3.       Sunday

                  a.       7 a.m.- 10 a.m.: One armed officers
                  b.       10 a.m.- 7 p.m.: Two armed officers
                  c.       7 p.m.- 7 a.m.: One armed officer

B.       The officers are on duty for either eight (8) hour or four (4) hour
         shifts.

C.       The following are the primary functions of the watch guard personnel on
         a day-to-day basis:

         1.       Lock the entire building at night and open the building
                  entrances in the morning.

         2.       During the peak hours (9 a.m.- 10 p.m.) one officer is
                  canvassing the parking lots and exterior areas on an irregular
                  schedule while the other patrols the interior space.

         3.       Visual inspections of office space in the facility.

         4.       Monitor all activity in and around the property.

         5.       Provide escorts to and from the property as may be desired.

D.       NetCenter reserves the right to change the watch guard services at
         Owner's discretion to a level equal to or greater than what is
         currently provided.