EXHIBIT 10.22
                                                                   -------------




                                 DEED OF OFFICE
                                 LEASE AGREEMENT

                                [CAMPUS COMMONS]

     CAMPUS COMMONS, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AS LANDLORD,

                                       AND

           W. QUINN ASSOCIATES INC., A VIRGINIA CORPORATION, AS TENANT



                               DATED: May 4, 1999

                              TABLE OF DEFINITIONS

TERM                                                                        PAGE

Additional Rent...............................................................7
Alterations..................................................................21
Basic Rent....................................................................6
Basic Terms...................................................................1
Building......................................................................4
Business days................................................................41
Certification.................................................................6
City..........................................................................4
Claims.......................................................................17
Commencement Date.............................................................4
Common Area..................................................................15
County........................................................................4
Effective Date................................................................1
Excess Operating Expenses....................................................10
Excess Property Taxes.........................................................9
Floor Plan....................................................................4
Force Majeure................................................................41
Hazardous Material(s)........................................................16
Hazardous Materials Law(s)...................................................16
Improvement Allowance.........................................................7
Improvements..................................................................4
Initial Term..................................................................4
Land..........................................................................4
Landlord.....................................................................38
<PAGE>

Landlord Improvements.........................................................5
Laws.........................................................................15
Lease.........................................................................1
Lease Year....................................................................4
Maximum Rate of Interest......................................................8
Mortgage.....................................................................35
Net Rent.....................................................................33
Operating Expenses............................................................9
Permitted Encumbrances.......................................................15
Premises......................................................................4
Prime.........................................................................8
Property......................................................................4
Property Taxes................................................................8
Re-entry Costs...............................................................33
Rent..........................................................................8
Rent Commencement Date........................................................5
State.........................................................................4
Structural Alterations.......................................................21
Tenant Improvements...........................................................5
Tenants Prorata Share of Excess
  Operating Expenses.........................................................10
Term..........................................................................4
Transfer.....................................................................30
Warranty Terms................................................................5
Work Letter...................................................................4
<PAGE>

                                TABLE OF CONTENTS


Basic Terms...................................................................1

ARTICLE 1 LEASE OF PREMISES AND LEASE TERM....................................4
---------
     1.1       Premises.......................................................4
     1.2       Term, Delivery and Commencement................................4
     1.3       Completion of Landlord Improvements............................5
     1.4       Effect of Occupancy............................................5

ARTICLE 2 RENTAL AND OTHER PAYMENTS...........................................6
---------
     2.1       Basic Rent.....................................................6
     2.2       Additional Rent................................................7
     2.3       Improvement Allowance..........................................7
     2.4       Delinquent Rental Payments.....................................7
     2.5       Independent Obligations........................................8

ARTICLE 3 PROPERTY TAXES AND OPERATING EXPENSES - DEFINITIONS.................8
---------
     3.1       Property Taxes.................................................8
     3.2       Excess Property Taxes..........................................8
     3.3       Tenant's Prorata Share of Excess Property Taxes................9
     3.4       Operating Expenses.............................................9
     3.5       Excess Operating Expenses.....................................10
     3.6       Tenant's Prorata Share of Excess Operating Expenses...........10

ARTICLE 4 PROPERTY TAXES AND OPERATING EXPENSES - PAYMENT....................11
---------
     4.1       Payment of Property Taxes and Operating Expenses..............11
     4.2       Estimation of Tenant's Prorata Share of Excess Property
                Taxes and Tenant's Prorata Share of Excess Operating
                Expenses.....................................................11
     4.3       Payment of Estimated Prorata Share of Excess Property Taxes
                and Estimated Prorata Share of Excess Operating Expenses.....11
     4.4       Re-Estimation of Tenant's Prorata Share of Excess Property
                Taxes and Tenant's Prorata Share of Excess Operating
                Expenses.....................................................11
     4.5       Confirmation of Tenant's Prorata Share of Excess Property
                Taxes and Tenant's Prorata Share of Excess Operating
                Expenses.....................................................12
     4.6       Tenant Inspection and Audit Rights............................12
     4.7       Annual Amendment to Definition of Tenant's Prorata Share
                of Excess Property Taxes and Tenant's Prorata Share of
                Excess Operating Expenses....................................13
     4.8       Personal Property Taxes.......................................13
     4.9       Landlord's Right to Contest Property Taxes....................13
     4.10      Adjustment for Variable Operating Expenses....................13

ARTICLE 5 USE................................................................14
---------
     5.1       Permitted Use.................................................14
     5.2       Acceptance of Premises........................................14
     5.3       Increased Insurance...........................................14
     5.4       Laws, Rules and Regulations...................................15
     5.5       Common Areas..................................................15
     5.6       Americans with Disabilities Act...............................15
<PAGE>

ARTICLE 6 HAZARDOUS MATERIALS................................................16
---------
      6.1       Definitions.  ...............................................16
      6.1.1     Hazardous Material(s)........................................16
      6.1.2     Hazardous Materials Law(s)...................................16
      6.2       Compliance with Hazardous Materials Laws.....................16
      6.3       Notice of Actions.  .........................................17
      6.4       Disclosure and Warning Obligations...........................17
      6.5       Indemnification..............................................17

ARTICLE 7 SERVICES...........................................................18
---------
     7.1       Landlord's Obligations........................................18
     7.1.1     Janitorial Service............................................18
     7.1.2     Electrical Energy.............................................18
     7.1.3     Heating and Air Conditioning..................................18
     7.1.4     Water.........................................................19
     7.1.5     Passenger Elevator Service....................................19
     7.1.6     Common Area...................................................19
     7.1.7     Access........................................................19
     7.2       Tenant's Obligations..........................................19
     7.3       Other Provisions Relating to Services.........................19
     7.4       Effects on Utilities..........................................20

ARTICLE 8 MAINTENANCE AND REPAIR.............................................20
---------
     8.1       Landlord's Obligations........................................20
     8.2       Tenant's Obligations..........................................20
     8.3       Tenant's Waiver of Claims Against Landlord....................21

ARTICLE 9 CHANGES AND ALTERATIONS............................................21
---------
     9.1       Landlord Approval.............................................21
     9.2       Tenant Responsibility for Cost and Insurance..................22
     9.3       Construction Obligations and Ownership........................22
     9.4       Liens.........................................................22
     9.5       Indemnification...............................................22

ARTICLE 10 RIGHTS RESERVED BY LANDLORD.......................................23
----------
     10.1      Landlord's Entry..............................................23
     10.2      Landlord's Cure...............................................23

ARTICLE 11 INSURANCE.........................................................24
----------
     11.1      Landlord's Casualty Insurance Obligations.....................24
     11.2      Tenant's Casualty Insurance Obligations.......................24
     11.3      Landlord's Liability Insurance Obligations....................25
     11.4      Tenant's Liability Insurance Obligations......................25
     11.5      Tenant's Miscellaneous Insurance Obligations..................25
     11.6      Tenant's Indemnification of Landlord..........................26
     11.7      Tenant's Waiver...............................................26
     11.8      Landlord's Deductible.........................................26
     11.9      Tenant's Property.............................................26
     11.10     Intentionally deleted.  ......................................27
     11.11     Tenant's Failure to Insure....................................27
     11.12     Landlord's Indemnification of Tenant..........................27
<PAGE>

ARTICLE 12 DAMAGE OR DESTRUCTION.............................................27
----------
     12.1      Tenantable Within 180 Days....................................27
     12.2      Not Tenantable Within 180 Days................................28
     12.3      Property Substantially Damaged................................28
     12.4      Uninsured Casualty............................................28
     12.5      Deductible Payments.  ........................................28
     12.6      Landlord's Repair Obligations.................................28
     12.7      Rent Apportionment............................................29

ARTICLE 13 EMINENT DOMAIN....................................................29
----------
     13.1      Termination of Lease..........................................29
     13.2      Landlord's Repair Obligations.................................29
     13.3      Tenant's Participation........................................30

ARTICLE 14 ASSIGNMENT AND SUBLETTING.........................................30
----------
     14.1      Restriction on Transfers......................................30
     14.2      Procedure.....................................................30

ARTICLE 15 DEFAULTS; REMEDIES................................................32
----------
     15.1      Events of Default.............................................32
     15.1.1    Failure to Pay Basic Rent.....................................32
     15.1.2    Failure to Pay Additional Rent................................32
     15.1.3    Failure to Perform............................................32
     15.1.4    Other Defaults................................................32
     15.2      Remedies......................................................33
     15.2.1    Termination of Tenant's Right to Possession of the Premises...33
     15.2.2    Right of Re-Entry and Reletting...............................33
     15.2.3    Termination of Lease..........................................33
     15.3      Costs.  ......................................................34
     15.4      No Waiver.....................................................34
     15.5      Waiver by Tenant..............................................35

ARTICLE 16 PROTECTION OF CREDITORS...........................................35
----------
     16.1      Subordination.................................................35
     16.2      Attornment....................................................35
     16.3      Estoppel Certificates.........................................36
     16.3.1    Contents......................................................36
     16.3.2    Failure to Deliver............................................36
     16.4      Mortgagee Protection Clause...................................36

ARTICLE 17 TERMINATION OF LEASE..............................................37
----------
     17.1      Surrender of Premises.........................................37
     17.2      Holding Over..................................................37

ARTICLE 18 MISCELLANEOUS PROVISIONS..........................................38
----------
     18.1      Notices.......................................................38
     18.2      Landlord's Continuing Obligations.............................38
     18.3      Successors....................................................38
     18.4      Captions and Interpretation...................................38
     18.5      Relationship of Parties.......................................39
     18.6      Entire Agreement..............................................39
     18.7      Severability..................................................39
     18.8      Landlord's Limited Liability..................................39
     18.9      Survival......................................................39
     18.10     Attorneys' Fees.  ............................................39
<PAGE>

     18.11     Broker........................................................40
     18.12     Governing Law.................................................40
     18.13     Time is of the Essence........................................40
     18.14     Joint and Several Liability...................................40
     18.15     Intentionally deleted. .......................................40
     18.16     Delivery of Tenant Organization Documents.....................40
     18.17     Provisions are Covenants and Conditions.......................41
     18.18     Business Days.................................................41
     18.19     Force Majeure.................................................41
     18.20     Submission of Lease...........................................41
     18.21     Parking.......................................................41
     18.22     Signage.......................................................42
     18.23     Security Deposit..............................................42

EXHIBIT "A" LEGAL DESCRIPTION OF LAND[To Be Attached]
-----------
EXHIBIT "B" FLOOR PLAN[To Be Attached]........................................i
-----------


EXHIBIT "A" LEGAL DESCRIPTION OF LAND
[To Be Attached]
EXHIBIT "B" FLOOR PLAN[To Be Attached]EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
EXHIBIT E

RIDER NO. 1
<PAGE>

                             OFFICE LEASE AGREEMENT

           This Deed of Office Lease Agreement (the "LEASE") is made and entered
into as of May 4, 1999 ("EFFECTIVE DATE"), by and between Campus Commons, LLC, a
Delaware limited liability company, as Landlord, and W. Quinn Associates Inc., a
Virginia corporation, as Tenant.

I.         Basic Terms


           The following terms ("Basic Terms") are hereby incorporated into and
made a part of this Lease. Each reference in this Lease to the Basic Terms shall
mean the information set forth below and shall be construed to incorporate all
of the terms provided under the particular section in this Lease pertaining to
such information. In the event of a conflict between the Basic Terms and the
particular section in this Lease, the particular section shall prevail.

1.         LANDLORD:                  Campus Commons, LLC, a Delaware
                                      limited liability company

2.         ADDRESS OF LANDLORD
           FOR PAYMENT OF RENT:       Opus East, LLC
                                      6707 Democracy Boulevard, Suite 510
                                      Bethesda, Maryland 20817

3.         ADDRESS OF LANDLORD
           FOR NOTICES:               Opus East, LLC
                                      6707 Democracy Boulevard, Suite 510
                                      Bethesda, Maryland 20817
                                      Attn: Vice President

           With a copy to:            Opus Corporation
                                      10350 Bren Road West
                                      Minnetonka, MN 55343
                                      Attn: Dan F. Nicol, Esq.

           With another copy to:      Hazel & Thomas, P.C.
                                      3110 Fairview Park Drive, Suite 1400
                                      Falls Church, Virginia 22042
                                      Attn: Donna P. Shafer

4.         TENANT:                    W. Quinn Associates Inc., a Virginia
                                      corporation


                                        1
<PAGE>

5.         ADDRESS OF TENANT
           FOR NOTICES:               Before occupancy: W. Quinn Associates
                                      1835 Alexander Bell Drive
                                      Suite 330
                                      Reston, VA  22091
                                      Attn: President

                                      After  occupancy:  W. Quinn Associates
                                      1881 Campus Commons Drive, Suite 105
                                      Reston, VA  22091
                                      Attn: President

           With a copy to:            [TENANT TO PROVIDE THIS INFORMATION]

6.         PREMISES:                  Approximately 13,722 of rentable square
                                      feet located on the first floor of the
                                      Building known as Suite 105, situated on
                                      the parcel of land in the Town of Reston,
                                      County of Fairfax, State of Virginia
                                      described on Exhibit "A," together with
                                      the Improvements. The Premises is
                                      designated within the Building on Exhibit
                                      "B". (See Section 1.1).

7.         LANDLORD IMPROVEMENTS:     The Improvements to be constructed by
                                      Landlord as described in the Work Letter.
                                      (See Section 1.3)

8.         TENANT IMPROVEMENTS:       All Improvements other than the Landlord
                                      Improvements (See Section 1.3)

9.         LEASE TERM:                Initial Lease Term: Ten (10) years from
                                      the Commencement Date. (See Section 1.2)

10.        BASIC RENT:                Basic Rent shall be $384,216.00 per annum
                                      ($32,018.00 per month based on $28.00 per
                                      rentable square foot), subject to annual
                                      increases as hereinafter set forth. The
                                      Basic Rent is further subject to the
                                      provisions of Section 2.1 of this Lease.

11.        TENANT INSURANCE:          Hazard: (At option of Tenant, see Section
                                      11.2) Full replacement value on all tenant
                                      furniture, fixtures, personal property and
                                      equipment. Liability: (See Section 11.4)

                                        2
<PAGE>

12.        SECURITY DEPOSIT
           OR GUARANTY:               One month's Basic Rent

13.        BROKERS:                   Julien J. Studley, Inc. and CB Richard
                                      Ellis, Inc.

14.        EXHIBITS:                  The following exhibits and riders are
                                      attached hereto and incorporated into this
                                      Lease:

                                      Exhibit "A"  Legal Description of Land
                                      Exhibit "B"  Floor Plan
                                      Exhibit "C"  Laws Promulgated By Landlord
                                      Exhibit "D"  Work Letter
                                      Exhibit "E"  Subordination, Nondisturbance
                                                   and Attornment Agreement
                                      Rider No. 1  Renewal Option

                                        3
<PAGE>


                                    ARTICLE 1
                        LEASE OF PREMISES AND LEASE TERM

           1.1.......PREMISES.

           Landlord, for and in consideration of the rents, covenants and
agreements hereinafter set forth, hereby leases and demises to Tenant and Tenant
hereby leases and rents from Landlord, upon and subject to the terms, covenants
and conditions hereinafter set forth, certain space situated within the office
building ("BUILDING") to be constructed on that certain parcel of land situated
in the Town of Reston ("CITY"), County of Fairfax ("COUNTY"), State of Virginia
("STATE") legally described on EXHIBIT "A" attached hereto and incorporated
herein ("LAND") and shown and designated on the floor plan ("FLOOR PLAN")
attached hereto as EXHIBIT "B" and incorporated herein ("PREMISES"). The Land
and Building are sometimes referred to herein collectively as the "PROPERTY."
The Premises shall contain approximately Thirteen Thousand Seven Hundred Twenty
Two (13,722) rentable square feet.

           The Premises will be improved with those certain improvements
("IMPROVEMENTS") described in that certain work letter dated of even date
herewith attached hereto as Exhibit "D" ("WORK LETTER"). In the event of a
conflict between the Work Letter and this Lease, this Lease shall prevail.

           Landlord and Tenant acknowledge that the size and configuration of
the Floor Plan for the Premises may change during the process of preparing the
Improvement Plans (as described in the Work Letter) for the Premises. Upon
approval of the Improvement Plans, Landlord and Tenant shall substitute the
final Floor Plan designating the Premises for the Floor Plan attached hereto as
Exhibit "B".

           1.2.......TERM, DELIVERY AND COMMENCEMENT.

           Subject to the provisions for Force Majeure contained in Section
18.19, the initial term of this Lease ("INITIAL TERM") shall commence on the
earlier of (a) the date of Substantial Completion (as defined in the Work
Letter) of the Landlord Improvements (as defined in Section 1.3), or (b) the
date the Landlord Improvements would have been substantially completed in
accordance with the definition of Substantial Completion contained in the Work
Letter but for Tenant Delays (as defined in the Work Letter) ("COMMENCEMENT
DATE"). The Initial Term shall end on the last day of the calendar month in
which the tenth (10th) anniversary of the Commencement Date occurs. Any
reference to the "TERM" of this Lease or similar reference shall be a reference
to the Initial Term. Any reference to "LEASE YEAR" shall refer to each
consecutive twelve (12) month period during the Term commencing on the
Commencement Date. However, if the Commencement Date occurs on a day which is
not the first day of the calendar month, then the first Lease Year shall be for
a period beginning on the Commencement Date and ending on the last day of the
calendar month in which the Commencement Date occurs plus the following twelve
(12) consecutive full calendar months.

                                       4
<PAGE>

           Tenant shall, within five (5) days of written request from Landlord,
execute an acknowledgment of the Commencement Date. However, the failure of
Tenant to execute such acknowledgment shall not affect any obligation of Tenant
hereunder or the determination of Substantial Completion as set forth in the
Work Letter. If Tenant fails to execute and deliver such acknowledgment in the
form proposed by Landlord, Landlord and any prospective purchaser or
encumbrancer may conclusively presume and rely upon the following facts: (i)
that the Premises are in acceptable condition and were delivered in compliance
with all of the requirements of the Work Letter and (ii) the Commencement Date
is the date specified in the Landlord's acknowledgment.

           Beginning on the Effective Date, Tenant may enter the Premises for
purposes of installation of Tenant's furniture, fixtures and equipment. Tenant's
early entry shall be at Tenant's sole risk excepting only Landlord's gross
negligence or willful misconduct, and shall be subject to all of the terms and
conditions of this Lease other than the obligation to pay Basic Rent (as defined
in Section 2.1) and Additional Rent (as defined in Section 2.2), and in no event
shall such early entry interfere with Landlord's work in the Premises or the
remainder of the Building.

           Tenant shall commence to pay Basic Rent and Additional Rent on the
Commencement Date or such sooner date as Tenant commences business operations in
the Premises ("RENT COMMENCEMENT DATE").

           1.3.......COMPLETION OF LANDLORD IMPROVEMENTS.

           Landlord shall use commercially reasonable efforts to complete that
portion of the Improvements identified as Landlord's responsibility in the Work
Letter ("LANDLORD IMPROVEMENTS") in accordance with the terms and conditions of
the Work Letter. The cost of completing the Landlord Improvements shall be paid
by Landlord pursuant to the Work Letter and Section 2.3 of this Lease. Landlord
shall not complete or pay for any work or services related to Improvements other
than the Landlord Improvements, such work and services defined herein as "TENANT
IMPROVEMENTS."

           1.4.......EFFECT OF OCCUPANCY.

           Subject to the construction warranty and punch list provisions of the
Work Letter ("WARRANTY TERMS"), occupancy of the Premises by Tenant shall
conclusively establish that Landlord completed the Landlord Improvements as
required by this Lease. The Warranty Terms of the Work Letter are intended to
provide Tenant with its sole and exclusive remedy for incomplete or defective
construction of the Landlord Improvements. The failure of Tenant to comply with
the Warranty Terms of the Work Letter shall constitute a waiver by Tenant of any
and all rights, benefits, claims or warranties which may be available to Tenant
in connection with completion of the Landlord Improvements under the Work
Letter, at law or in equity.

                                       5
<PAGE>

                                    ARTICLE 2
                            RENTAL AND OTHER PAYMENTS

           2.1.......BASIC RENT.

           Tenant covenants to pay Landlord in advance on the first day of each
and every calendar month during the Term, at the address of Landlord specified
at Item 2 of the Basic Terms, or at such other place as Landlord may from time
to time designate in writing, the rental specified at Item 10 of the Basic Terms
("BASIC RENT"). In the event the Commencement Date is not the first day of a
calendar month and there are less than fifteen (15) days remaining in such
month, Tenant shall pay to Landlord the Basic Rent for such partial month and
the next succeeding month on or before the Commencement Date. In the event the
Commencement Date is not the first day of a calendar month and there are more
than fifteen (15) days remaining in such month, Tenant shall pay to Landlord
only the Basic Rent for such partial month on or before the Commencement Date.
Basic Rent for any partial month shall be prorated on the basis of the number of
days within such calendar month and Basic Rent shall only be due for the days
falling within the Term.

           If requested by Tenant in writing within thirty (30) days after the
Commencement Date, Landlord shall deliver to Tenant a certificate from
Landlord's architect certifying to the rentable square footage of the Premises
and the total rentable square footage of the Building, as reasonably determined
in accordance with the standard of the Building Owners and Managers Association
Standard Method for Measuring Floor Area in Office Buildings, (American National
Standard Z65.1--1996, approved 6/7/96) as interpreted and construed in
accordance with the custom and practice of the area where the Premises is
located ("CERTIFICATION"). In the event the rentable square footage of the
Premises calculated by Landlord's architect is different than the rentable
square footage specified in Section 1.1, then Basic Rent, Tenant's Prorata Share
(as hereinafter defined), and other items tied to the square footage of the
Premises shall be adjusted accordingly.

           All payments of Basic Rent shall be payable without previous demand
therefor.

           On the first (1st) anniversary of the Commencement Date, and on each
anniversary thereafter during the Term (each of such dates being hereinafter
referred to as an "Adjustment Date"), the monthly Basic Rent payable shall be
increased by an amount equal to the product of (i) the monthly Basic Rent in
effect during the month immediately prior to the Adjustment Date then at hand
(disregarding any rental abatement then in effect), and (ii) two and one half
percent (2.5%). The monthly Basic Rent, as adjusted, shall be due and payable as
of such Adjustment Date and on the first (1st) day of each month thereafter
until the next Adjustment Date or the end of the Term of this Lease, whichever
is applicable. Notwithstanding the foregoing, if the Commencement Date occurs
after the 15th day of the month, Basic Rent adjustments shall be made as of the
first day of the month following the month in which each anniversary of the
Commencement Date occurs.

                                       6
<PAGE>

           2.2.......ADDITIONAL RENT.

           All charges payable by Tenant other than Basic Rent, however denoted,
shall be deemed "Additional Rent." Unless this Lease provides otherwise, all
Additional Rent shall be paid with the next installment of Basic Rent falling
due. Additional Rent for any partial month shall be prorated on the basis of the
number of days within such calendar month and paid only for the number of days
falling within the Term. All payments of Additional Rent that are paid pursuant
to an estimation provided by Landlord to Tenant shall be payable without further
demand therefor.

           2.3.......IMPROVEMENT ALLOWANCE.

           Included within Basic Rent is an allowance of Thirty and No/100
Dollars ($30.00) per rentable square foot within the Premises ("IMPROVEMENT
ALLOWANCE"). The Improvement Allowance shall be used by Landlord to complete the
Landlord Improvements and shall not be used to pay for any of the Tenant
Improvements. Any Improvement Costs (as defined in the Work Letter) in excess of
the Improvement Allowance shall be paid by Tenant to Landlord within thirty (30)
days of the Commencement Date. Within thirty (30) days of the Commencement Date,
Tenant shall also pay, as Additional Rent, all lost rent and other costs
incurred by Landlord resulting solely from Tenant Delays (as defined in the Work
Letter).

           Tenant may use a portion of the Improvement Allowance not to exceed
$2.00 times the number of rentable square feet within the Premises for payment
of Tenant's Relocation Expenses (as hereinafter defined). Provided Tenant
submits invoices and, to the extent requested by Landlord, executed lien waivers
for the relocation work within sixty (60) days of the Commencement Date,
Landlord shall make reimbursement in accordance with this Section 2.3 within
thirty (30) days of receipt of the invoices and lien waivers. At Tenant's
election, Landlord may disburse the funds directly to the service providers,
however, in no event shall Landlord's payment be construed as a representation
that the applicable work has been performed in accordance with this Lease or
applicable Laws. As used herein, the term "Relocation Expenses" shall mean and
refer to the reasonable and customary third party costs and expenses incurred
and paid by Tenant for (i) cabling or wiring of data processing and
telecommunications equipment purchase and installation thereof (but specifically
excluding the acquisition of individual personal computers, copy machines,
facsimile machines and similar pieces of office equipment), (ii) fees of a third
party relocation manager, (iii) relocation of Tenant's card key security system
for the suite entry doors, and (iv) relocating and moving Tenant's business to
the Premises.

           This Improvement Allowance shall be personal to Tenant, and shall not
apply during any renewal terms or to any expansion space.

           2.4.......DELINQUENT RENTAL PAYMENTS.

           Any installment of Basic Rent, Additional Rent or any other charge
payable by Tenant under the provisions hereof and not paid within ten (10) days
of when due shall bear interest at Prime, as hereafter defined, plus three
percent (3%) per annum, not to exceed the maximum interest rate permitted by law
("MAXIMUM RATE OF INTEREST") from the date when the same is

                                       7
<PAGE>

due hereunder through the date the same is paid; provided, however, Landlord
shall give Tenant notice that such interest is due and payable within six (6)
months of the date on which same begins accruing. For purposes of this Lease,
the term "PRIME" shall mean the rate announced from time to time by the WALL
STREET JOURNAL as its prime or reference rate. If the WALL STREET JOURNAL shall
cease to announce its prime or reference rate, then Landlord shall select the
rate of another nationally recognized financial institution to be substituted
therefor. The right to require payment of interest shall be in addition to all
of Landlord's rights and remedies hereunder, at law or in equity.

           2.5.......INDEPENDENT OBLIGATIONS.

           Any term or provision of this Lease to the contrary notwithstanding,
the covenants and obligations of Tenant to pay Basic Rent and Additional Rent
hereunder shall be independent from any obligations, warranties or
representations of Landlord hereunder. Except as specifically set forth in this
Lease, all payments of Basic Rent and Additional Rent shall be payable without
any right of set off, deduction or recoupment whatsoever. Basic Rent and
Additional Rent are sometimes collectively referred to herein as "Rent" or
"RENT."

                                    ARTICLE 3
              PROPERTY TAXES AND OPERATING EXPENSES - DEFINITIONS

           3.1.......PROPERTY TAXES.

           "PROPERTY TAXES" shall mean any general real property tax,
improvement tax, assessment, special assessment, reassessment, commercial rental
tax, in lieu tax, levy, charge, penalty or similar imposition whatsoever imposed
by any authority having the direct or indirect power to tax, including but not
limited to, (a) any city, county, state or federal entity, (b) any school,
agricultural, lighting, drainage or other improvement or special assessment
district, (c) any agency, or (d) any private entity having the authority to
assess the Property pursuant to the Permitted Encumbrances. Property Taxes shall
include (i) all charges or burdens of whatsoever kind and nature incurred in the
use, occupancy, ownership, operation, leasing or possession of the Property,
without particularizing by any known name and whether any of the foregoing be
general, special, ordinary, extraordinary, foreseen or unforeseen, (ii) any tax
or charge for fire protection, street lighting, streets, sidewalks, road
maintenance, refuse, sewer, water or other services provided to the Property,
and (iii) all costs and expenses, including reasonable attorneys' fees, incurred
in connection with any appeal or contest of Property Taxes by Landlord pursuant
to Section 4.6 below. However, Property Taxes shall not include Landlord's state
or federal income, franchise, estate or inheritance taxes. In the event Landlord
is entitled to pay any of the above listed assessments or charges in
installments over a period of two or more calendar years, then only the minimum
installment of such assessments or charges shall be included within Property
Taxes for such calendar year.

                                       8
<PAGE>

           3.2.......EXCESS PROPERTY TAXES.

           "EXCESS PROPERTY TAXES" shall mean the amount of Property Taxes due
and payable during any calendar year of the Term in excess of $1.70 times
244,627 rentable square feet in the Building.

           3.3.......TENANT'S PRORATA SHARE OF EXCESS PROPERTY TAXES.

           "TENANT'S PRORATA SHARE OF EXCESS PROPERTY TAXES" shall mean 5.61%
(based upon a fraction, the numerator of which is the number of rentable square
feet in the Premises and the denominator of which is the number of rentable
square feet in the Building) of the Excess Property Taxes for the applicable
calendar year.

           3.4.......OPERATING EXPENSES.

           "OPERATING EXPENSES" shall mean all expenses incurred with respect to
the maintenance and operation of the Property as determined by Landlord's
accountant in accordance with generally accepted accounting principles
consistently followed, including, but not limited to the following: insurance
premiums; maintenance and repair costs; steam, electricity, water, sewer, gas
and other utility charges; fuel; lighting; window washing; janitorial services;
trash and rubbish removal; wages payable to employees of Landlord whose duties
are connected with the operation or maintenance of the Property (but only for
the portion of time allocable to work related to the Property), together with
all payroll taxes, unemployment insurance, vacation allowances and disability,
pension, profit sharing, hospitalization, retirement and other so-called fringe
benefits paid in connection with such employees; amounts paid to contractors or
subcontractors for work or services performed in connection with the operation
and maintenance of the Property; all costs of uniforms, supplies and materials
used in connection with the operation and maintenance of the Property; any
expense imposed upon Landlord, its contractors or subcontractors pursuant to law
or pursuant to any collective bargaining agreement covering such employees; all
services, supplies, repairs, replacements or other expenses for maintaining and
operating the Property; reasonable management fees; and such other expenses as
may be ordinarily incurred in the operation and maintenance of an office complex
similar to the Property.

           The term "Operating Expenses" shall not include (1) the cost of any
capital improvement to the Property other than replacements required for normal
maintenance and repair; (2) the cost of repairs, restoration or other work
occasioned by fire, windstorm or other insured casualty, except for the amount
of any deductible under any insurance policy; (3) expenses incurred in leasing
or procuring tenants; leasing commissions; (4) advertising expenses; (5)
expenses for renovating space for new tenants; (6) legal expenses incident to
enforcement by Landlord of any lease; (7) interest or principal payments on any
mortgage or other indebtedness of Landlord; (8) depreciation allowance or
expense; (9) painting or decoration other than in common or public areas of the
Building; (10) any tenant work performed or alteration of space leased to Tenant
or other tenants or occupants of the Building, whether such work or alteration
is performed for the initial occupancy by such tenant or occupant or thereafter;
(11) any cash or other consideration paid by Landlord on account of, with
respect to or in lieu of the tenant work or alterations

                                       9
<PAGE>

described above; (12) repairs arising from defects in the initial construction
of the Building; (13) repairs necessitated by the negligence of Landlord or
required to cure violations of laws in effect on the Commencement Date; (14)
interest and amortization of indebtedness or any costs of financing or
refinancing, depreciation or ground rent; (15) compensation paid to general
partners, officers or executives of Landlord (other than the management fee
referred to above); (16) the cost of performing additional services (including
operation of the Building beyond the days and hours specified in Section 7.1.3
and start-up time related thereto) or installations to or for tenants to the
extent that such service exceeds that provided by Landlord to Tenant without
charge hereunder; (17) "takeover expenses" (i.e., expenses incurred by Landlord
with respect to space located in another building of any kind or nature in
connection with the leasing of space in the Building); (18) any amounts payable
by Landlord which constitute a fine, interest or penalty; or (19) any cost
representing an amount paid for services or materials to a person, firm or
entity related to Landlord or any general partner of Landlord to the extent such
amount exceeds the amount that would be paid for such services or materials at
the then-existing market rates to an unrelated person, firm or corporation.

           Notwithstanding the foregoing, in the event Landlord installs
equipment in, or makes improvements or alterations to, the Property which are
for the purpose of reducing energy, maintenance or other costs, or which are
required under any governmental laws, regulations or ordinances which were not
required on the Commencement Date, Landlord may include in Operating Expenses
reasonable charges for interest paid on such investment and reasonable charges
for depreciation of the same so as to amortize such investment, improvement or
alteration over the reasonable life of such equipment in accordance with
generally accepted accounting principles. Operating Expenses shall also be
deemed to include expenses incurred by Landlord in connection with city
sidewalks adjacent to the Property, any pedestrian walkway system (either above
or below ground) and any other public facility to which Landlord or the Property
is from time to time subject in connection with operation of the Property.

           3.5.......EXCESS OPERATING EXPENSES.

           "EXCESS OPERATING EXPENSES" shall mean the amount of Operating
Expenses for the Property due and payable during any calendar year of the Term
in excess of the actual Operating Expenses for the Property incurred for
calendar year 1999.

           3.6.......TENANT'S PRORATA SHARE OF EXCESS OPERATING EXPENSES.

           "TENANT'S PRORATA SHARE OF EXCESS OPERATING EXPENSES" shall mean
5.61% (based upon a fraction, the numerator of which is the number of rentable
square feet in the Premises and the denominator of which is the number of
rentable square feet in the Building) of the Excess Operating Expenses for the
applicable calendar year; provided, however, the aforesaid percentage is subject
to adjustment based on the measurements of the Premises and the Building made by
Landlord's architect. Notwithstanding the foregoing, Tenant shall not be
obligated to pay Tenant's Prorata Share of Excess Operating Expenses for the
first Lease Year.

                                       10
<PAGE>

                                    ARTICLE 4
                 PROPERTY TAXES AND OPERATING EXPENSES - PAYMENT

           4.1.......PAYMENT OF PROPERTY TAXES AND OPERATING EXPENSES.

           Tenant covenants and agrees to pay during the Term, as Additional
Rent, Tenant's Prorata Share of Excess Property Taxes and Tenant's Prorata Share
of Excess Operating Expenses, which are due and payable during each calendar
year of the Term, except as otherwise provided in Article 3 above. Tenant's
Prorata Share of Excess Property Taxes and Tenant's Prorata Share of Excess
Operating Expenses due and payable during the calendar year in which the Lease
terminates shall be prorated as of the termination date based upon the number of
days of the Term falling within said calendar year divided by three hundred
sixty-five (365) days.

           4.2.......ESTIMATION OF TENANT'S PRORATA SHARE OF EXCESS PROPERTY
TAXES AND TENANT'S PRORATA SHARE OF EXCESS OPERATING EXPENSES.

           On or before December 15 of each calendar year (or as soon thereafter
as is reasonably practicable), Landlord shall estimate for the following
calendar year of the Term (a) Excess Property Taxes, (b) Tenant's Prorata Share
of Excess Property Taxes, (c) Excess Operating Expenses, (d) Tenant's Prorata
Share of Excess Operating Expenses and (e) the annual and monthly Additional
Rent attributable to Tenant's Prorata Share of Excess Property Taxes and
Tenant's Prorata Share of Excess Operating Expenses. Said estimates shall be in
writing, shall include reasonable details for Landlord's estimates, and shall be
delivered to Tenant at the addresses specified in the Basic Terms.

           4.3.......PAYMENT OF ESTIMATED PRORATA SHARE OF EXCESS PROPERTY TAXES
AND ESTIMATED PRORATA SHARE OF EXCESS OPERATING EXPENSES.

           Tenant shall pay, as Additional Rent, the estimated amount of
Tenant's Prorata Share of Excess Property Taxes and Tenant's Prorata Share of
Excess Operating Expenses for each calendar year of the Term in equal monthly
installments, in advance, on the first day of each month during such calendar
year. In the event that said estimates are delivered to Tenant after the first
day of January of the applicable calendar year, said estimated amount shall be
payable as Additional Rent in equal monthly installments, in advance, on the
first day of each month over the balance of such calendar year, with the number
of installments being equal to the number of full calendar months remaining in
such calendar year.

                                       11
<PAGE>

           4.4.......RE-ESTIMATION OF TENANT'S PRORATA SHARE OF EXCESS PROPERTY
TAXES AND TENANT'S PRORATA SHARE OF EXCESS OPERATING EXPENSES.

           From time to time during any calendar year of the Term, but in no
event more frequently than twice in any calendar year, Landlord may re-estimate
the amount of Excess Property Taxes, Tenant's Prorata Share of Excess Property
Taxes, Excess Operating Expenses and Tenant's Prorata Share of Excess Operating
Expenses. In such event, Landlord shall also re-estimate the monthly Additional
Rent attributable to Tenant's Prorata Share of Excess Property Taxes and
Tenant's Prorata Share of Excess Operating Expenses for such calendar year in an
amount sufficient to pay the re-estimated monthly amount over the balance of
such calendar year after giving credit for payments made by Tenant on the
previous estimate. Such re-estimate shall be delivered to Tenant in writing in
the manner specified in Section 4.2. Tenant shall pay said re-estimated amount,
in advance, on the first day of each month remaining in such calendar year.

           4.5.......CONFIRMATION OF TENANT'S PRORATA SHARE OF EXCESS PROPERTY
TAXES AND TENANT'S PRORATA SHARE OF EXCESS OPERATING EXPENSES.

           On or before April 1 of each calendar year of the Term (or as soon
thereafter as is reasonably practicable), Landlord shall cause its accountants
to determine the actual amount of Excess Property Taxes, Tenant's Prorata Share
of Excess Property Taxes, Excess Operating Expenses and Tenant's Prorata Share
of Excess Operating Expenses for such expired calendar year and deliver a
written certification of the amount thereof to Tenant. If for any calendar year
Tenant paid less than the amounts specified in said certification, Tenant shall
pay the unpaid portion of the same within thirty (30) days after receipt of such
certification. If for any calendar year Tenant paid more than the amounts
specified in said certification, Landlord shall, at Tenant's option, either (a)
refund such excess to Tenant within thirty (30) days of receipt of Tenant's
written request therefor, or (b) credit such excess against the next due monthly
installment or installments of estimated Additional Rent for the then existing
calendar year.

           4.6.......TENANT INSPECTION AND AUDIT RIGHTS.

           In the event Tenant disputes Landlord's determination of the actual
amount of Excess Property Taxes, Tenant's Prorata Share of Excess Property
Taxes, Excess Operating Expenses or Tenant's Prorata Share of Excess Operating
Expenses for any calendar year, and Tenant delivers written notice of such
dispute to Landlord within eight (8) months of delivery of the certification of
such amounts by Landlord pursuant to Section 4.5, Tenant shall have the right,
at its sole cost and expense, upon prior written notice and during regular
business hours at times reasonably acceptable to Landlord, to conduct an audit
by a certified public accountant reasonably acceptable to Landlord (retained on
a non-contingency basis) of Landlord's records relating to said amounts. In the
event such audit shows that the amounts charged to Tenant for either

                                       12
<PAGE>

Tenant's Prorata Share of Excess Property Taxes or Tenant's Prorata Share of
Excess Operating Expenses for the applicable calendar year was greater than the
amount required under this Article 4, Landlord shall immediately refund the
excess to Tenant, together with interest thereon at the Maximum Rate of
Interest. In the event such audit shows that the amounts charged to Tenant for
either Tenant's Prorata Share of Excess Property Taxes or Tenant's Prorata Share
of Excess Operating Expenses for the applicable calendar year was less than the
amount required under this Article 4, Tenant shall immediately pay the unpaid
portion to Landlord, together with interest thereon at the Maximum Rate of
Interest. Pending resolution of any dispute under this Section 4.6, Tenant shall
continue to pay to Landlord the estimated amounts of Tenant's Prorata Share of
Excess Property Taxes and Tenant's Prorata Share of Excess Operating Expenses
for the then existing calendar year in accordance with Section 4.3.

           4.7.......ANNUAL AMENDMENT TO DEFINITION OF TENANT'S PRORATA SHARE OF
EXCESS PROPERTY TAXES AND TENANT'S PRORATA SHARE OF EXCESS OPERATING EXPENSES.

           The percentage used in the definitions of Tenant's Prorata Share of
Excess Property Taxes and Tenant's Prorata Share of Excess Operating Expenses
has been agreed upon by Landlord and Tenant after due consideration of the
rentable square footage of the Premises compared to the rentable square footage
of the Building. However, the percentage shall be amended each calendar year of
the Term to the greater of the following: (a) if the rentable square footage of
the Building actually leased pursuant to leases under which the terms have
commenced is 95% or less of the rentable square footage of the Building, the
percentage shall be calculated by comparing the rentable square footage of the
Premises to 95% of the rentable square footage of the Building for such calendar
year; or (b) if the rentable square footage of the Building actually leased
pursuant to leases under which the terms have commenced is greater than 95% of
the rentable square footage of the Building, the percentage shall be calculated
by comparing the rentable square footage of the Premises to the rentable square
footage of the Building actually leased pursuant to leases under which the terms
have commenced for the calendar year. Rentable square footage of the Building
shall in no event include basement storage space or garage space.

           4.8.......PERSONAL PROPERTY TAXES.

           Tenant shall pay, prior to delinquency, all taxes charged against
trade fixtures, furnishings, equipment or any other personal property belonging
to Tenant. Tenant shall use its best efforts to have such trade fixtures,
furnishings, equipment and personal property taxed separately from the Property.
If any of Tenant's trade fixtures, furnishings, equipment and personal property
is taxed with the Property, Tenant shall pay Landlord for such taxes within
fifteen (15) days after Tenant receives a written statement from Landlord for
the same.

                                       13
<PAGE>

           4.9.......LANDLORD'S RIGHT TO CONTEST PROPERTY TAXES.

           Landlord shall have the right, but not the obligation, to contest the
amount or validity, in whole or in part, of any Property Taxes. Any such
contests by Landlord shall be at Landlord's sole expense. However, if the amount
of Property Taxes is reduced (or if a proposed increase in such amount is
avoided or reduced) by reason of Landlord's contest of Property Taxes, the costs
and expenses incurred by Landlord in contesting Property Taxes, including
reasonable attorney's fees, shall be included in the computation of Property
Taxes. However, such costs and expenses shall not exceed the amount saved by
reason of Landlord's actions in contesting such Property Taxes.

           4.10......ADJUSTMENT FOR VARIABLE OPERATING EXPENSES.

           Notwithstanding anything to the contrary set forth above, it is
agreed that in the event the Building is not fully occupied at all times during
any calendar year, a reasonable and equitable adjustment shall be made by
Landlord in computing the Operating Expenses for such calendar year so that
Tenant's obligation for payment of any component of Operating Expenses which
adjusts based upon occupancy shall be equal to the amount which Tenant would
have paid for such component of Operating Expenses had the Building been fully
occupied at all times during such calendar year.

                                    ARTICLE 5
                                       USE

           5.1.......PERMITTED USE.

           Tenant may use the Premises for general office purposes only and for
no other purpose. Tenant shall not use the Property, or knowingly permit the
Property to be used, in violation of any Laws (as defined in Section 5.4) or in
any manner which would (a) violate any certificate of occupancy affecting the
Property, (b) make void or voidable any insurance now or hereafter in force with
respect to the Property, (c) cause structural injury to the Property, (d) cause
the value or usefulness of the Property or any portion thereof to substantially
diminish (reasonable wear and tear excepted), or (e) constitute a public or
private nuisance or waste. Promptly upon discovery of any prohibited use, Tenant
will take all necessary steps to discontinue such use.

           5.2.......ACCEPTANCE OF PREMISES.

           Landlord represents that the Land is zoned I-3. Except for the
foregoing representation and the representation in the first sentence of Section
5.1 hereof, and the Warranty Terms, Tenant acknowledges that neither Landlord
nor any agent, contractor or employee of Landlord has made any representation or
warranty of any kind whatsoever with respect to the Premises or the Building,
specifically including but not limited to, suitability or fitness for any
particular purpose. Subject to the Warranty Terms, Tenant accepts the Premises
in an "as is - where is" condition.

                                       14
<PAGE>

           5.3.......INCREASED INSURANCE.

           Tenant shall not do or permit to be done anything which will (a)
increase the premium of any insurance policy covering the Premises or the
Property; (b) cause a cancellation of or be in conflict with any such insurance
policy; (c) result in a refusal by any insurance company in good standing to
issue or continue any such insurance in amounts satisfactory to Landlord; or (d)
subject Landlord to any liability or responsibility for injury to any person or
property by reason of any operation in the Premises or use of the Property.
Tenant shall, at Tenant's expense, comply with all rules, orders, regulations
and requirements of insurers and of the American Insurance Association or any
other organization performing a similar function. Tenant shall, within thirty
(30) days of receipt of Landlord's request therefor, reimburse Landlord for any
additional premium charges for such policy or policies caused by reason of
Tenant's failure to comply with the provisions of this section. To the extent
reasonably practicable, Landlord shall give Tenant written notice and an
opportunity to cure any actions or omissions in violation of this Section 5.3.

           5.4.......LAWS, RULES AND REGULATIONS.

           Tenant acknowledges that this Lease is subject and subordinate to all
liens, easements, declarations, encumbrances, deeds of trust, reservations,
restrictions and other matters affecting the Property ("PERMITTED ENCUMBRANCES")
and any law, regulation, rule, order or ordinance of any governmental or private
entity, including Landlord, applicable to the Property or the use or occupancy
thereof in effect on or after the Effective Date ("LAWS"). Tenant shall not
violate any Permitted Encumbrances or Laws. A copy of the current Laws
promulgated by Landlord are attached hereto and incorporated herein as EXHIBIT
"C", which Laws may be amended by Landlord from time to time in Landlord's sole
discretion. Except for the Laws excluding Tenant from parking in designated
portions of the parking facilities comprising a portion of the Common Area, as
specified in Section 5.5, Tenant shall not be obligated to comply with any Laws
promulgated by Landlord which are not imposed and enforced in a uniform and
nondiscriminatory manner with respect to all tenants in the Building.

           5.5.......COMMON AREAS.

           Landlord hereby grants to Tenant the non-exclusive right, together
with all other occupants of the Building and their agents, employees and
invitees, to use the parking areas, driveways, lobby areas and other common
areas of the Property designated by Landlord from time to time ("Common Area").
Landlord shall have the sole and exclusive control of the Common Area, as well
as the right to make reasonable changes to the Common Area, provided no such
changes shall interfere with Tenant's access to and from the Premises, or
Tenant's use of the Premises as contemplated by this Lease. Landlord's rights
shall include, but not be limited to, the right to (a) restrain the use of the
Common Area by unauthorized persons; (b) place permanent or temporary kiosks,
displays, carts or stands in the Common Area and to lease same to tenants; (c)
temporarily close any portion of the Common Area (i) for repairs, improvements
or alterations, (ii) to discourage unauthorized use, (iii) to prevent dedication
or an easement by prescription, or (iv) for any other reason deemed sufficient
in Landlord's reasonable judgment; (d) change the shape and size of the Common
Area, add, eliminate or change the location of any


                                       15
<PAGE>

improvements located on the Common Area and construct buildings on the Common
Area, provided that any such changes shall not materially and adversely affect
Tenant's use of the Common Area; and (e) impose Laws concerning use of the
Common Area, including the right to exclude Tenant, its agents, employees and
invitees, from parking in designated portions of the parking facilities
comprising a portion of the Common Area. Landlord shall also have the right,
from time to time and in its sole discretion, to change the name of the Building
and the signage used in connection therewith. In such event, Landlord shall be
solely responsible for the cost of changing the Building directory and signage.

           5.6.......AMERICANS WITH DISABILITIES ACT

           Landlord and Tenant acknowledge that the Property may be construed to
be a place of public accommodation under the Americans with Disabilities Act of
1990, as amended ("ADA"). Landlord represents and warrants that the Property
will not violate Title III of ADA (Title III) as interpreted and enforced by
local building inspection authorities as of the Commencement Date. Landlord
shall, at Landlord's expense, correct any violation of Title III within any part
of the Common Area of the Property, but shall not be required to correct any
violation of Title III within the Premises after the Commencement Date. Tenant
shall correct any violation of Title III within the Premises after the
Commencement Date; provided, however, to the extent the Landlord Improvements
referenced in Exhibit D are not installed in compliance with Title III, Landlord
shall be solely responsible for correcting such violation.

                                    ARTICLE 6
                               HAZARDOUS MATERIALS

           6.1.......DEFINITIONS.

                     6.1.1.....HAZARDOUS MATERIAL(S)

                     "HAZARDOUS MATERIAL"(s) shall mean any dangerous, toxic,
hazardous, polluting, contaminating, infectious or radioactive substance,
material, mixture or waste, including but not limited to, (a) trichloroethylene,
perchloroethylene and other chlorinated solvents, (b) oil or any petroleum
products or fractions thereof, (c) asbestos, (d) polychlorinated biphenyls, (e)
flammable explosives, (f) urea formaldehyde (g) radioactive materials and waste,
(h) infectious waste, and (i) any other substance now or hereafter included
within the definitions of "hazardous substance", "hazardous material",
"hazardous waste", "hazardous chemical substance or mixture", "hazardous air
pollutant", "toxic substance" or "solid waste" in any Hazardous Materials Laws
(as defined in Section 6.12).

                                       16
<PAGE>

                     6.1.2.....HAZARDOUS MATERIALS LAW(S)

                     "HAZARDOUS MATERIALS LAW(S)" shall mean any federal, state
or local laws, ordinances, codes, statutes,
regulations, rules, policies, orders or other authority, existing now or in the
future, which control, classify, regulate, list or define Hazardous Materials.

           6.2.......COMPLIANCE WITH HAZARDOUS MATERIALS LAWS.

           Tenant shall not cause or permit any Hazardous Materials to be
brought upon, kept or used in connection with the Property by Tenant, its
agents, employees, contractors or invitees in a manner or for a purpose
prohibited by or which could result in liability under any Hazardous Materials
Law. The foregoing shall not be construed to prohibit Tenant from keeping
reasonable amounts of copy machine toner and other standard office supplies and
cleaners in the Premises provided same do not violate Hazardous Materials Laws.
Tenant shall, at its own expense, comply with all Hazardous Materials Laws and
prudent industry practice relating to the presence, treatment, storage,
transportation, disposal, release or management of Hazardous Materials in, on,
under or about the Property required for Tenant's use of the Premises. By the
expiration or earlier termination of this Lease, Tenant shall at its own expense
cause all Hazardous Materials in, on, under or about the Property as a result of
or in any way related to Tenant's use of the Premises to be removed from the
Property in accordance and in compliance with all Hazardous Materials Laws.
Tenant shall not take any remedial action in response to the presence of any
Hazardous Materials in, on, under or about the Property, nor enter into any
settlement agreement, consent decree or other compromise in respect to any
claims relating to or in any way connected with the Property, without first
notifying Landlord in writing of Tenant's intention to do so and affording
Landlord reasonable opportunity to appear, intervene or otherwise appropriately
assert and protect Landlord's interest with respect thereto.

           6.3.......NOTICE OF ACTIONS.

           Tenant shall notify Landlord in writing of any of the following
actions which affect Landlord, Tenant or the Property and result from or in any
way relate to Tenant's use of the Premises immediately upon receiving notice of
the same: (a) any enforcement, clean-up, removal or other governmental or
regulatory action instituted, completed or threatened pursuant to any Hazardous
Materials Law; (b) any claim made or threatened by any person relating to
damage, contribution, cost recovery, compensation, loss or injury resulting from
or claimed to result from any Hazardous Material; and (c) any reports made to
any environmental agency arising out of or in connection with any Hazardous
Material, including any complaints, notices, warnings, reports or asserted
violations in connection therewith. Tenant shall also provide Landlord, as
promptly as possible and in any event within five (5) business days after Tenant
first receives or sends the same, with copies of all claims, reports,
complaints, notices, warnings or asserted violations relating in any way to the
Premises or Tenant's use thereof. Upon written request of Landlord, Tenant shall
promptly deliver to Landlord notices of hazardous waste manifests reflecting the
legal and proper disposal of all Hazardous Materials removed or to be removed
from the Premises. All such manifests shall list Tenant or its agent as a
responsible party and shall not attribute responsibility for any such Hazardous
Materials to Landlord.

                                       17
<PAGE>

           6.4.......DISCLOSURE AND WARNING OBLIGATIONS.

           Tenant acknowledges and agrees that all reporting and warning
obligations required under the Hazardous Materials Laws resulting from or in any
way related to Tenant's use of the Premises are the sole responsibility of
Tenant, whether or not such Hazardous Materials Laws permit or require Landlord
to provide such reporting or warnings.

           6.5.......INDEMNIFICATION.

           Tenant shall indemnify, defend (with counsel reasonably acceptable to
Landlord) and protect Landlord against, and hold Landlord free and harmless
from, any and all claims, liabilities, damages, costs, penalties, forfeitures,
losses or expenses (including attorneys' fees and the costs and expenses of
enforcing this indemnity) ("CLAIMS") for death or injury to any person or damage
to any property whatsoever arising or resulting in whole or in part, directly or
indirectly, from the presence, treatment, storage, transportation, disposal,
release or management of Hazardous Materials in, on, under, upon or from the
Property (including water tables and atmosphere) as a result of or in any way
related to Tenant's use of the Premises. Tenant's obligations hereunder shall
include, without limitation and whether foreseeable or unforeseeable, the costs
of (a) any required or necessary repair, clean-up, detoxification or
decontamination of the Property, (b) the implementation of any closure,
remediation or other required action in connection therewith and (c) any costs
and fees incurred in the enforcement of the indemnity action. The obligations of
Tenant under this section shall survive the expiration or other termination of
the Term.

                                    ARTICLE 7
                                    SERVICES

           7.1.......LANDLORD'S OBLIGATIONS.

           Landlord shall provide the following services, the cost of which
shall be deemed included in Operating Expenses:

                     7.1.1.....JANITORIAL SERVICE.

                     Nightly janitorial services on Monday through Friday in the
Premises, including cleaning, upkeep, trash removal,
vacuuming, maintenance of towels, tissue and other restroom supplies and such
other work as is customarily performed in connection with nightly janitorial
services in office complexes similar in construction, location, use and
occupancy to the Property. Landlord shall also provide periodic interior and
exterior window washing and cleaning and waxing of uncarpeted floors in
accordance with Landlord's reasonable schedule.

                                       18
<PAGE>

                     7.1.2.....ELECTRICAL ENERGY.

                     Electrical energy for lighting and operation of office
machines, and air conditioning and heating as required for general office use
during the hours specified in Section 7.1.3. Electrical energy will be
sufficient for operation of personal computers and other equipment of similar
electrical consumption, up to a maximum of 6.0 watts per square foot installed.
Tenant shall not use any equipment requiring electrical energy in excess of the
above standards without receiving Landlord's prior written consent, which
consent shall not be unreasonably withheld but may be conditioned upon Tenant
paying all direct and indirect costs associated with such use. At the option of
either Landlord or Tenant, a submeter may be provided and installed at Tenant's
expense if allowable under the Laws.

                     7.1.3.....HEATING AND AIR CONDITIONING.

                     Heat and air conditioning, sufficient to maintain
comfortable temperatures in Landlord's reasonable judgment, on Monday through
Friday from 8:00 a.m. to 6:00 p.m. and on Saturdays from 9:00 a.m. to 1:00 p.m.
(excluding Legal Holidays, as defined in Section 18.18). During other hours,
Landlord shall provide heat and air conditioning upon a reasonable advance
notice from Tenant to Landlord, which advance notice shall not be less than
twenty-four (24) hours. Tenant, upon presentation of Landlord's bill therefor,
shall pay Landlord for the actual costs incurred by Landlord for such extended
service. Landlord estimates that the current after hours HVAC service (to be
activated for no less than a half-floor) is between $20 and $25 per hour. If
such extended service is not a continuation of that furnished during the hours
described above, Tenant may be required to pay for a minimum of three (3) hours
of such service. Air conditioning to the Premises is to be provided based on
standard lighting and general office use only.

                     7.1.4.....WATER.

                     Hot and cold water from the standard building outlets for
lavatory, restroom and drinking purposes.

                     7.1.5.....PASSENGER ELEVATOR SERVICE.

                     Passenger elevator service in common with other tenants to
be provided by automatic elevators. Landlord shall have the right to restrict
the use of elevators for freight purposes to the freight elevator and to hours
determined by Landlord. Landlord shall have the right to limit the number of
elevators in operation on Saturdays, Sundays and holidays.

                     7.1.6.....COMMON AREA.

                     Maintenance of the Common Area in good order, condition and
repair consistent with other first class office
buildings in Reston, Virginia.

                                       19
<PAGE>

                     7.1.7.....ACCESS.

                     Landlord shall provide a perimeter card key access system
which controls access to the Building. The system shall allow Tenant access to
the Premises 24 hours per day, seven days per week. Landlord shall be solely
responsible for the cost of installing the system, however all other costs
incurred in connection with such security system shall be included in Operating
Expenses.

           7.2.......TENANT'S OBLIGATIONS.

           Tenant shall be solely responsible for the direct payment of all
utilities which are separately metered or separately charged, if any, to the
Premises or to Tenant and shall make such payments to the respective utility
companies prior to delinquency. Such amounts shall not be included as Operating
Expenses. Except as provided in Section 7.1, Tenant shall also furnish and pay
for all other utilities and services which Tenant requires with respect to the
Premises (including but not limited to hook-up and connection charges).

           7.3.......OTHER PROVISIONS RELATING TO SERVICES.

           No interruption in, or temporary stoppage of, any of the aforesaid
services shall be deemed an eviction or disturbance of Tenant's use and
possession, relieve Tenant from any obligation herein set forth or render
Landlord liable for damages or abatement of rent except to the extent caused by
Landlord's gross negligence or willful misconduct, in which event Tenant shall
be entitled to pursue its remedies available at law or in equity. In no event
shall Landlord be required to provide any heat, air conditioning, electricity or
other service in excess of that permitted by voluntary or involuntary guidelines
or the Laws. Landlord reserves the right, from time to time, to make reasonable
and non-discriminatory modifications to the above standards for utilities and
services.

           7.4.......EFFECTS ON UTILITIES.

           Tenant shall not, without the prior written consent of Landlord, use
any apparatus or device in or about the Premises which shall cause substantial
noise audible outside the Premises or vibration. Tenant shall not connect any
apparatus or device to electrical current or water except through the electrical
and water outlets installed by Landlord pursuant to the Work Letter.

                                    ARTICLE 8
                             MAINTENANCE AND REPAIR

           8.1.......LANDLORD'S OBLIGATIONS.

           Except as otherwise provided in this Lease, Landlord shall repair and
maintain the following in good order, condition and repair: (a) the foundations,
exterior walls and roof of the Building and (b) the electrical, mechanical,
plumbing, heating and air conditioning systems,

                                       20
<PAGE>

facilities and components located in the Building which are concealed and used
in common by tenants of the Property. Landlord shall also maintain and repair
windows, doors, plate glass and the exterior surfaces of walls that are adjacent
to Common Area, unless such maintenance and repair becomes necessary in whole or
in part due to (i) the negligence of Tenant, its employees, agents, customers or
licensees in or about the Premises or Property, or (ii) damage caused by
breaking and entering into the Premises. The cost of Landlord's repair and
maintenance hereunder shall be deemed Operating Expenses. Neither Basic Rent nor
Additional Rent shall be reduced, nor shall Landlord be liable, for loss or
injury to or interference with property, profits or business arising from or in
connection with any such repairs or maintenance.

           8.2.......TENANT'S OBLIGATIONS.

           Tenant, at Tenant's sole cost and expense, shall keep and maintain
the Premises (including all non-structural interior portions, systems and
equipment; interior surfaces of exterior walls; interior moldings, partitions
and ceilings) in as good order, condition and repair as they were on the
Commencement Date, reasonable wear and tear and damage from fire and other
casualties excepted.

           In the event that compliance with Laws is required after the
Commencement Date, which is due in whole or in part to Tenant's specific use of
the Premises (as opposed to general office use) and/or Tenant's specific actions
or inactions with respect to the Premises, the cost of compliance shall be
Tenant's sole responsibility. Likewise, in the event any governmental authority
requires any alterations to the Building or the Premises as a result of Tenant's
particular use of the Building or as a result of any alterations to the Premises
by Tenant, Tenant shall be obligated for the cost of all such alterations. In
the event such alterations involve the structural, mechanical, electrical, life
safety or heating and air conditioning systems of the Building ("Structural
Alterations"), Landlord shall make such repairs after Tenant deposits with
Landlord an amount sufficient to pay for the cost thereof. In the event the
alterations are not Structural Alterations, Tenant shall make the repairs, at
Tenant's sole cost and expense. All such repairs shall be performed in
accordance with Article 9.

           Tenant shall keep the Premises in a neat and sanitary condition and
shall not commit any nuisance or waste on the Premises or in, on or about the
Property. All uninsured damage or injury to the Premises or to the Property
caused by Tenant installing, removing or transporting any furniture, fixtures,
equipment or other property of Tenant, its agents, contractors, servants or
employees shall be repaired, restored and replaced promptly by Tenant at its
sole cost and expense to the satisfaction of Landlord. Tenant shall be solely
responsible for, shall indemnify, protect and defend Landlord against and hold
Landlord harmless from, any penetrations or perforations of the roof or exterior
walls to the Building caused by Tenant. It is the intention of Landlord and
Tenant that Tenant shall maintain the Premises in a first-class and fully
operative condition. All repairs made by Tenant shall be at least equal in
quality and workmanship to the original work (ordinary wear and tear excepted)
and shall be made by Tenant in accordance with all Laws. The maintenance
obligations of Tenant shall apply even if Tenant has vacated the Premises.

                                       21
<PAGE>

           8.3.......TENANT'S WAIVER OF CLAIMS AGAINST LANDLORD.

           Except as otherwise expressly provided in the Work Letter or this
Lease, Landlord shall not be required to furnish any additional services or
facilities, or make any other repairs or alterations, in, about or to the
Premises or the Property. Except as expressly required of Landlord pursuant to
this Lease, Tenant hereby assumes the full and sole responsibility for the
condition, repair, replacement, maintenance and management of the Premises.

                                    ARTICLE 9
                             CHANGES AND ALTERATIONS

           9.1.......LANDLORD APPROVAL.

           Tenant shall not make any alterations, additions or improvements to
the Property ("ALTERATIONS") without Landlord's prior written consent, which
consent shall not be unreasonably withheld, delayed or conditioned. Along with
any request for Landlord's consent and before commencement of the Alterations or
delivery of any materials to be used in the Alterations, Tenant shall furnish
Landlord with plans and specifications, and names and addresses of prospective
contractors. All Alterations shall be constructed (a) promptly by a contractor
reasonably approved in writing by Landlord in its sole but reasonable
discretion, (b) in a good and workmanlike manner, (c) in compliance with all
Laws, and (d) in accordance with all orders, rules and regulations of the Board
of Fire Underwriters where the Premises are located or any other body exercising
similar functions.

           9.2.......TENANT RESPONSIBILITY FOR COST AND INSURANCE.

           Tenant shall pay the cost and expense of all Alterations, including a
reasonable charge for Landlord's review, inspection and engineering time and for
any painting, restoring or repairing of the Premises or the Building occasioned
by the Alterations. Prior to commencement of construction of the Alterations,
Tenant shall deliver the following in form and amount satisfactory to Landlord:
(a) demolition and/or lien and completion bonds, (b) builder's all risk
insurance, and (c) public liability insurance insuring against construction
related risks and copies of contracts and all necessary permits and licenses.

           9.3.......CONSTRUCTION OBLIGATIONS AND OWNERSHIP.

           Tenant shall permit Landlord to inspect construction of the
Alterations at reasonable times and upon reasonable advance notice. Tenant shall
have the right to accompany Landlord during such inspections. Upon completion of
the Alterations, Tenant shall furnish Landlord with

                                       22
<PAGE>

contractor affidavits, unconditional lien releases, full and final waivers of
liens and receipted bills covering all labor and materials expended and used in
connection with the Alterations. Tenant shall promptly remove any Alterations
constructed in violation of this Article 9 upon Landlord's written request. All
Alterations (other than Tenant's movable trade fixtures, furniture and
equipment) made or installed by Tenant shall become the property of and be
surrendered to Landlord upon termination of this Lease without payment therefor
by Landlord.

           9.4.......LIENS.

           Tenant shall keep the Premises free from any mechanics',
materialmens', designers' or other liens arising out of any work performed,
materials furnished or obligations incurred by or for Tenant or any person or
entity claiming by, through or under Tenant. Tenant shall notify Landlord in
writing thirty (30) days prior to commencing any Alterations so that Landlord
shall have the right to record and/or post notices of non-responsibility or such
other protective notices available to Landlord under the Laws. If any such liens
are filed and Tenant does not provide for release of the same of record, or
provide Landlord with a bond or other surety satisfactory to Landlord protecting
Landlord and the Property against such liens, within thirty (30) days after such
filing, Landlord may without waiving its rights and remedies based upon such
breach by Tenant and without releasing Tenant from any obligations hereunder,
cause such liens to be released by any means it shall deem proper, including
payment of the claim giving rise to such lien or posting security to cause the
discharge of such lien. In such event, all amounts paid by Landlord shall
immediately be due and payable by Tenant as Additional Rent.

           9.5.......INDEMNIFICATION.

           Tenant hereby agrees to indemnify, protect and defend Landlord
against, and hold Landlord and the Property harmless from, any liability, cost,
obligation, expense (including without limitation, reasonable attorneys' fees
and expenses incurred in enforcing this indemnity), or claim of any mechanics',
materialmens', designers' or other liens in any manner relating to or arising
out of any work performed, materials furnished or obligations incurred by or for
Tenant or any person or entity claiming by, through or under Tenant.

                                   ARTICLE 10
                           RIGHTS RESERVED BY LANDLORD

           10.1......LANDLORD'S ENTRY.

           Landlord reserves the right at all reasonable times and upon
reasonable notice to Tenant to enter the Premises to: (a) inspect the Premises;
(b) show the Premises to prospective purchasers, mortgagees, tenants (but only
during the last 9 months of the Term) and underlying landlords; (c) post notices
of non-responsibility or other protective notices available under the Laws; or
(d) otherwise exercise and perform Landlord's rights and obligations under this
Lease. Tenant shall have the right to accompany Landlord when Landlord enters
the Premises for the aforesaid purposes. In the case of an emergency, Landlord
and/or its authorized representatives

                                       23
<PAGE>

may enter the Premises at any time using any and all means which Landlord may
deem proper. Entry into the Premises by Landlord in the event of any emergency
shall not be construed as a forcible or unlawful entry into, or detainer of, the
Premises or as an eviction of Tenant from the Premises or any portion thereof.

           Tenant shall permit Landlord (or its designees) to erect, use,
maintain, replace and repair pipes, cables, conduits, plumbing and vents, and
telephone, electric and other wires or other items, in, to and through the
Premises, as and to the extent that Landlord may now or hereafter deem necessary
or appropriate for the proper operation and maintenance of the Building.

           10.2......LANDLORD'S CURE.

           If an Event of Default (as hereinafter defined) occurs, Landlord may
but shall not be obligated to, make any such payment or perform any such act on
Tenant's part without waiving its rights based upon any default of Tenant and
without releasing Tenant from any obligations hereunder. Except as may be
specifically provided to the contrary in this Lease, Tenant shall pay to
Landlord, within fifteen (15) days after delivery by Landlord to Tenant of
statements therefor, sums equal to expenditures reasonably made and obligations
incurred by Landlord in connection with the remedying by Landlord of Tenant's
defaults. If there are any outstanding monetary obligations of Tenant under this
Lease attributable to the period prior to the expiration or termination of this
Lease, such obligations shall survive the termination or expiration of this
Lease and such amount shall be payable to Landlord within fifteen (15) days
after receipt of notice therefor from Landlord.

                                   ARTICLE 11
                                    INSURANCE

           11.1......LANDLORD'S CASUALTY INSURANCE OBLIGATIONS.

           Landlord shall keep the Property insured for the benefit of Landlord,
its lenders and agents, in an amount equivalent to the full replacement value
thereof (excluding the Land, foundation, grading and excavation costs) against:

                     (a .......loss or damage by fire; and

                     (b .......such other risk or risks which are customarily
covered with respect to buildings and improvements similar in construction,
general location, use, occupancy and design to the Property, including but not
limited to windstorm, hail, explosion, vandalism, malicious mischief, civil
commotion and such other coverage as Landlord may deem appropriate or necessary.

           These insurance provisions shall not limit or modify the obligations
of Tenant under any provision of this Lease. Such policy or policies of
insurance shall permit releases of liability as provided herein and/or waiver of
subrogation as to Tenant. Landlord waives, releases and discharges Tenant from
all claims or demands whatsoever which Landlord may have or acquire

                                       24
<PAGE>

arising out of damage to or destruction of the Property, or loss of use thereof
occasioned by fire or other casualty, which claim or demand may arise because of
the negligence or fault of Tenant, its agents, employees, customers or business
invitees, and Landlord agrees to look to the insurance coverage only in the
event of such loss. Notwithstanding the foregoing or anything to the contrary
elsewhere in this Lease, Tenant shall be obligated to continue to pay Rent in
the event of damage to or destruction of the Premises or the Property if such
damage or destruction is occasioned by the negligence or fault of Tenant, its
agents, employees, customers or business invitees. Premiums paid for insurance
under this section shall be deemed Operating Expenses.

           11.2......TENANT'S CASUALTY INSURANCE OBLIGATIONS.

           Tenant shall be solely responsible for but shall not be obligated to
keep all of its machinery, equipment, furniture, fixtures and personal property
(including all property under the care, custody or control of Tenant) which may
be located in, upon, or about the Premises insured in an amount equivalent to
the full insurable value thereof against:

                     (a .......loss or damage by fire; and

                     (b .......such other risk or risks which are customarily
covered with respect to a tenant's machinery, equipment, furniture, fixtures,
personal property and business located in a building similar in construction,
general location, use, occupancy and design to the Property, including but not
limited to, windstorm, hail, explosions, vandalism, theft, malicious mischief,
civil commotion and such other coverage as Tenant may deem appropriate or
necessary.

           To the extent Tenant keeps such insurance coverage, all policy or
policies of insurance shall permit release of liability as provided herein
and/or waiver of subrogation as to Landlord. Tenant waives, releases and
discharges Landlord, Landlord's lenders and its agents, employees and
contractors, from all claims or demands whatsoever which Tenant may have or
acquire arising out of damage to or destruction of the machinery, equipment,
furniture, fixtures, personal property or business, and loss of use thereof
occasioned by fire or other casualty, whether claim or demand may arise because
of the negligence or fault of Landlord, its agents, employees, contractors or
otherwise, and Tenant agrees to look to its insurance coverage only in the event
of such loss.

           11.3......LANDLORD'S LIABILITY INSURANCE OBLIGATIONS.

           Landlord shall maintain Commercial General Liability insurance
against claims for personal injury, death or property damage occurring upon, in
or about the Property, such insurance to afford protection to Landlord, its
lenders and agents. Premiums paid for insurance under this section shall be
deemed Operating Expenses.

                                       25
<PAGE>

           11.4......TENANT'S LIABILITY INSURANCE OBLIGATIONS.

           Tenant shall, at Tenant's sole cost and expense, maintain Commercial
General Liability insurance against claims for personal injury, death or
property damage occurring upon, in or about the Premises, to a combined single
limit of not less than Two Million and No/100 Dollars ($2,000,000.00). Tenant
agrees to include contractual liability coverage in such policy insuring
Tenant's indemnification obligations under this Lease. Any such coverage shall
be deemed primary to any liability coverage secured by Landlord. Tenant shall
cause Landlord to be named as an additional insured on Tenant's Commercial
General Liability policy using a standard ISO endorsement.

           11.5......TENANT'S MISCELLANEOUS INSURANCE OBLIGATIONS.

           All policies of Commercial General Liability insurance shall be
written by companies reasonably satisfactory to Landlord, naming Landlord,
Landlord's lenders and agents as additional insureds thereunder. All policies,
or a memorandum or certificate of such insurance, shall be delivered to Landlord
endorsed "Premium Paid" by the company or agency issuing the same or accompanied
by other evidence satisfactory to Landlord that the premium thereon has been
paid. At such time as insurance limits required of comparable tenants in
comparable office buildings in the area in which the Property is located are
increased to greater amounts consistent with then current industry conditions,
Landlord shall have the right to require such greater limits as may then be
customary. All insurance required of Tenant shall also afford coverage for all
claims based upon acts, omissions, injury or damage, which claims occurred or
arose (or the onset of which occurred or arose) in whole or in part during the
policy period.

           11.6......TENANT'S INDEMNIFICATION OF LANDLORD.

           Tenant agrees to indemnify, defend (with counsel reasonably
acceptable to Landlord) and protect Landlord, Landlord's lenders and managing
agent, against, and hold Landlord, Landlord's lenders and managing agent free
and harmless from, Claims arising from (a) any breach or default on the part of
Tenant in the performance of any covenant or agreement on the part of Tenant to
be performed pursuant to this Lease, (b) from any act or negligence on the part
of Tenant or its agents, contractors, servants, employees or licensees, and (c)
from any accident, injury or damage in or about the Premises and Property to the
extent caused by Tenant, its agents, contractors, servants, employees or
licensees.

           11.7......TENANT'S WAIVER.

           To the extent not expressly prohibited by the Laws, Tenant agrees
that Landlord, Landlord's lenders, its agents, employees and servants, shall not
be liable for and expressly waives all Claims for damage to, Tenant's property
or business sustained during the Term

                                       26
<PAGE>

resulting directly or indirectly from (a) any existing or future condition,
defect, matter or thing in the Premises, the Property or any part thereof, (b)
from any equipment or appurtenances becoming out of repair, (c) any occurrence,
act or omission of Landlord, its agents, employees or servants, or any other
tenant or occupant of the Building or any other person. This paragraph shall
apply especially but not exclusively, to damage caused by the flooding of
basements or other subsurface areas and by refrigerators, sprinkling devices,
air conditioning apparatus, water, snow, frost, steam, excessive heat or cold,
falling plaster, broken glass, sewage, gas, odors, noise or the bursting or
leaking of pipes or plumbing fixtures and shall apply regardless whether any
such damage results from an Act of God, the act or omission of other tenants or
occupants of the Property or any other persons; provided, however, this
paragraph shall not apply in instances where the Claim (i) arises as a result of
the gross negligence or willful misconduct of Landlord, its employees, agents or
contractors, and (ii) is not covered by the insurance Tenant is required to
carry pursuant to this Lease.

           11.8......LANDLORD'S DEDUCTIBLE.

           Provisions herein to the contrary notwithstanding, in the event any
damage to the Property results from any act or omission of Tenant, its agents,
employees or invitees, and all or any portion of the cost to repair the damage
falls within the deductible under Landlord's insurance policy, Tenant shall pay
to Landlord the amount of such deductible (not to exceed $5,000 per event) as
Additional Rent.

           11.9......TENANT'S PROPERTY.

           All machinery, equipment, furniture, fixtures and personal property
of Tenant, including all property under the care, custody and control of Tenant,
shall be at the risk of Tenant only, and Landlord shall not be liable for damage
thereto or theft, misappropriation or loss thereof. Tenant agrees to indemnify,
defend (with counsel reasonably acceptable to Landlord) and protect Landlord
against, and hold Landlord free and harmless from, claims arising in connection
with such property.

           11.10.....INTENTIONALLY DELETED.  .......

           11.11.....TENANT'S FAILURE TO INSURE.

           In the event Tenant fails to provide Landlord with evidence of
insurance required under Section 11.4 and Section 11.5, Landlord may but shall
not be obligated to, without further demand upon Tenant and without waiving or
releasing Tenant from any obligation contained in this Lease, effect such
insurance. In such event, Tenant agrees to repay, upon demand, all sums incurred
by Landlord in effecting such insurance. All such sums shall become Additional
Rent hereunder, but no such payment by Landlord shall relieve Tenant from any
default under this Lease.

                                       27
<PAGE>

           11.12.....LANDLORD'S INDEMNIFICATION OF TENANT.

           Except to the extent otherwise set forth in this Lease, Landlord
agrees to indemnify, defend (with counsel reasonably acceptable to Tenant) and
protect Tenant and hold Tenant harmless from, Claims arising from (a) any breach
or default on the part of Landlord in the performance of any covenant or
agreement on the part of Landlord to be performed pursuant to this Lease, (b)
any act or negligence on the part of Landlord or its agents, contractors,
servants, employees or licensees, and (c) any accident, injury or damage in or
about the Premises and Property to the extent caused by Landlord its agents,
contractors, servants, employees or licensees.

                                   ARTICLE 12
                              DAMAGE OR DESTRUCTION

           12.1......TENANTABLE WITHIN 180 DAYS.

           If fire or other casualty shall render the whole or any material
portion of the Premises untenantable, and the Premises can reasonably be
expected to be made tenantable within one hundred eighty (180) days from the
date of such event, then Landlord shall repair and restore the Property and the
Premises to as near their condition prior to the fire or other casualty as is
reasonably possible within such one hundred eighty (180) day period (subject to
delays for causes beyond Landlord's reasonable control) and notify Tenant that
it will be doing so, such notice to be mailed within thirty (30) days from the
date of such damage or destruction. In such case, this Lease shall remain in
full force and effect, but Rent for the period during which the Premises are
untenantable shall be abated prorata (based upon the portion of the Premises
which is untenantable). If Landlord is required to repair the Premises as
aforesaid, said work shall be undertaken and prosecuted with all due diligence
and speed.

           12.2......NOT TENANTABLE WITHIN 180 DAYS.

           If fire or other casualty shall render the whole or any material part
of the Premises untenantable and the Premises cannot reasonably be expected to
be made tenantable within one hundred eighty (180) days from the date of such
event, then either party, by notice in writing to the other mailed within thirty
(30) days from the date of such damage or destruction, may terminate this Lease
effective upon a date within thirty (30) days from the date of such notice.

           12.3......PROPERTY SUBSTANTIALLY DAMAGED.

           In the event that more than fifty percent (50%) of the value of the
Property is damaged or destroyed by fire or other casualty, and irrespective of
whether damage or destruction can be made tenantable within one hundred eighty
(180) days thereafter, then at Landlord's option, by

                                       28
<PAGE>

written notice to Tenant mailed within thirty (30) days from the date of such
damage or destruction, Landlord may terminate this Lease effective upon a date
within thirty (30) days from the date of such notice to Tenant.

           12.4......UNINSURED CASUALTY.

           If fire or other casualty shall render any portion of the Premises or
any material portion of the Property untenantable and the insurance proceeds are
not sufficient to make such repair, then Landlord may, by notice to Tenant
mailed within thirty (30) days from the date of such damages or destruction,
terminate this Lease effective upon a date within thirty (30) days from the date
of such notice.

           12.5......DEDUCTIBLE PAYMENTS.

           If the Premises or the Property is damaged, and such damage is of the
type insured against under the casualty insurance maintained by Landlord
hereunder, the cost of repairing said damage up to the amount of the deductible
under said insurance policy shall be included as a part of the Operating
Expenses. If the damage is not covered by such insurance policies and Landlord
elects to repair the damage, then Tenant shall pay Landlord a share of the
deductible under Landlord's insurance policies equal to Tenant's Prorata Share
of Excess Operating Expenses. If the damage was due to an act or omission of
Tenant, Tenant shall pay Landlord the entire amount of the deductible under
Landlord's insurance policies (not to exceed $5,000.00) as Additional Rent.

           12.6......LANDLORD'S REPAIR OBLIGATIONS.

           In the event (a) fire or other casualty shall render the whole or any
material part of the Premises untenantable and the Premises cannot reasonably be
expected to be made tenantable within one hundred eighty (180) days from the
date of such event and neither party hereto terminates this Lease pursuant to
its rights herein, (b) more than fifty percent (50%) of the value of the
Property is damaged or destroyed by fire or other casualty, and Landlord does
not terminate this Lease pursuant to its option granted herein, or (c) fifty
percent (50%) or less of the value of the Property is damaged or destroyed by
fire or other casualty and neither the whole nor any material portion of the
Premises is rendered untenantable, then in any such event Landlord shall repair
and restore the Premises and the Property to as near their condition prior to
the fire or other casualty as is reasonably possible with all due diligence and
speed (subject to delays for causes beyond Landlord's reasonable control) and
the Rent for the period during which the Premises are untenantable shall be
abated prorata (based upon the portion of the Premises which is untenantable).
In no event shall Landlord be obligated to repair or restore any Tenant
Improvements or special equipment or improvements installed by Tenant at
Tenant's expense.

                                       29
<PAGE>

           12.7......RENT APPORTIONMENT.

           In the event of a termination of this Lease pursuant to this Article
12, Rent shall be apportioned on a per diem basis and paid to the date of the
fire or other casualty.

                                   ARTICLE 13
                                 EMINENT DOMAIN

           13.1......TERMINATION OF LEASE.

           If the whole or any substantial part of the Premises is taken by any
public authority under the power of eminent domain, or taken in any manner for
any public or quasi-public use, so as to render the remaining portion of the
Premises unsuitable for the purposes intended hereunder, then this Lease shall
terminate as of the day possession shall be taken by such public authority and
Landlord shall make a pro rata refund of any prepaid Rent. In the event that
fifty percent (50%) or more of the building area or fifty percent (50%) or more
of the value of the Property is taken by public authority under the power of
eminent domain, then at Landlord's option by written notice to Tenant, mailed
within sixty (60) days from the date possession shall be taken by such public
authority, Landlord may terminate this Lease effective upon the first to occur
of (i) the date possession of the Premises shall be taken by such public
authority, or (ii) a date within ninety (90) days from the date of such notice
to Tenant.

           13.2......LANDLORD'S REPAIR OBLIGATIONS.

           In the event this Lease is not terminated pursuant to Section 13.1,
Landlord shall, at its sole cost and expense, restore the Premises and Property
to a complete architectural unit and the Basic Rent provided for herein during
the period from and after the date of delivery of possession pursuant to such
proceedings to the termination of this Lease shall be reduced to a sum equal to
the product of the Basic Rent provided for herein multiplied by a fraction, the
numerator of which is the fair market rent of the Premises after such taking and
after same has been restored to a complete architectural unit, and the
denominator of which is the fair market rent of the Premises prior to such
taking. In addition, Tenant's Prorata Share of Excess Property Taxes and
Tenant's Prorata Share of Excess Operating Expenses for the same period shall be
adjusted in accordance with Section 4.7 after due consideration of the rentable
square footage of the Premises after the date of delivery of possession pursuant
to such proceedings compared to the rentable square footage of the Building
after the date of delivery of possession pursuant to such proceedings.

           13.3......TENANT'S PARTICIPATION.

           All damages awarded for such taking under the power of eminent domain
or any like proceedings shall belong to and be the property of Landlord, Tenant
hereby assigning to Landlord its interest, if any, in said award. Tenant shall
have the right to prove in any condemnation proceedings and to receive any
separate award which may be made for damages to or condemnation of Tenant's
movable trade fixtures and equipment and for moving expenses;

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<PAGE>

provided however, Tenant shall in no event have any right to receive any award
for its interest in this Lease or for loss of leasehold.

                                   ARTICLE 14
                            ASSIGNMENT AND SUBLETTING

           14.1......RESTRICTION ON TRANSFERS.

           Tenant shall not assign, mortgage, pledge, transfer, sublease or
otherwise encumber or dispose of this Lease, or any interest therein, or in any
manner assign, mortgage, pledge, transfer or otherwise encumber or dispose of
its interest or estate in the Premises, or any portion thereof ("TRANSFER"),
without obtaining Landlord's prior written consent in each and every instance,
which consent shall not be unreasonably withheld, conditioned or delayed.
Notwithstanding the foregoing, Tenant may, without Landlord's consent, assign
the Lease or sublet all or any portion of the Premises to any entity which
Tenant controls, which is controlled by Tenant, or with which Tenant is under
common control; provided that the net worth of Tenant does not diminish as a
result of such assignment of sublease. The term "control" shall mean ownership
of at least fifty percent (50%) of the voting power. No Transfer shall release
Tenant from its liability under this Lease.

           14.2......PROCEDURE.

           If Tenant should desire to assign this Lease or sublet the Premises
(or any part thereof), and Tenant is not then in default under this Lease,
Tenant shall give Landlord written notice no later than thirty (30) days in
advance of the effective date of any proposed assignment or sublease, specifying
(a) the name, current address and business of the assignee or sublessee, (b) the
amount and location of the space within the Premises to be so subleased, (c) the
effective date and duration of the assignment or subletting, and (d) the rent or
consideration to be paid to Tenant by such assignee or sublessee. Tenant also
shall promptly supply Landlord with financial statements and other reasonably
available information as Landlord may reasonably request to evaluate the
assignment or sublease.

           Landlord shall have a period of ten (10) business days following
receipt of such notice and other information requested by Landlord within which
to notify Tenant in writing that Landlord elects:

           (a).......in the case of an assignment, to terminate this Lease as to
           the space so affected as of the effective date of the proposed
           assignment, in which event Tenant shall be relieved of all further
           obligations hereunder as to such space, except for obligations under
           this Lease which expressly survive the termination hereof or, in the
           case of a sublease, to sublet the space so affected from Tenant upon
           the same terms and conditions set forth in Tenant's notice to
           Landlord, in which event the space shall revert back to Tenant at the
           expiration of the sublease term; or

                                       31
<PAGE>

           (b).......to permit Tenant to assign or sublet such space; provided,
           however, that if the rent rate agreed upon between Tenant and its
           proposed subtenant is greater than the rent rate that Tenant must pay
           Landlord hereunder for that portion of the Premises, or if any
           consideration (other than for Tenant's personal property and
           Alterations made and paid for by Tenant) shall be received by Tenant
           in connection with such proposed assignment or sublease (in addition
           to rent), then one-half (1/2) of such excess rent and other
           consideration shall be considered Additional Rent owed by Tenant to
           Landlord (after first deducting brokerage commissions, attorneys'
           fees and other disbursements reasonably incurred by Tenant for such
           assignment and subletting if acceptable evidence of such
           disbursements is delivered to Landlord), and shall be paid by Tenant
           to Landlord, in the case of excess rent, in the same manner that
           Tenant pays Basic Rent and, in the case of any other consideration,
           within ten (10) business days after receipt thereof by Tenant; or

           (c).......to refuse, in Landlord's reasonable discretion, to consent
           to Tenant's assignment or subleasing of such space and to continue
           this Lease in full force and effect as to the entire Premises.
           Landlord shall provide Tenant with Landlord's reason for denying its
           consent.

           If Landlord should fail to notify Tenant in writing of such election
within the aforesaid twenty (20) business day period, Landlord shall be deemed
to have elected option (b) above so long as Tenant's notice states in bold and
capitalized letters that LANDLORD'S FAILURE TO RESPOND WITHIN TWENTY DAYS SHALL
CONSTITUTE APPROVAL OF THE PROPOSED TRANSFER.

           Tenant agrees to reimburse Landlord for reasonable legal fees and any
other reasonable costs incurred by Landlord in connection with any permitted
assignment or subletting (not to exceed $2,000 in each instance). Tenant shall
deliver to Landlord copies of all documents executed in connection with any
permitted assignment or subletting, which documents shall be in form and
substance reasonably satisfactory to Landlord and which documents, (i) in the
case of a permitted assignment, shall require such assignee to assume
performance of all terms of this Lease on Tenant's part to be performed from and
after the date of the assignment, and (ii) in the case of a permitted
subletting, shall require such sublessee to comply with all terms of this Lease
on Tenant's part to be performed, with respect to the portion of the Premises to
be sublet. No acceptance by Landlord of any Rent or any other sum of money from
any assignee, sublessee or other category of transferee shall be deemed to
constitute Landlord's consent to any assignment, sublease, or transfer.


                                   ARTICLE 15
                               DEFAULTS; REMEDIES

           15.1......EVENTS OF DEFAULT.

           The occurrence of any of the following shall constitute an "Event of
Default" and breach of this Lease by Tenant:

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<PAGE>

                     15.1.1....FAILURE TO PAY BASIC RENT.

            If Tenant fails to pay such Basic Rent as and when due where such
failure continues for ten (10) days after written notice thereof by Landlord to
Tenant.

                     15.1.2....FAILURE TO PAY ADDITIONAL RENT.

           If Tenant fails to pay Additional Rent as and when due where such
failure continues for ten (10) days after written notice thereof by Landlord to
Tenant.

                     15.1.3....FAILURE TO PERFORM.

           If Tenant fails to perform any of Tenant's nonmonetary obligations
under this Lease for a period of thirty (30) days after written notice from
Landlord; provided that if performance as required by this Lease reasonably
requires more than thirty (30) days to complete, Tenant shall not be in default
if Tenant commences such performance within the thirty (30) day period and
thereafter diligently pursues its completion. Landlord shall not be required to
give such notice if Tenants failure to perform constitutes a non-curable breach
of this Lease.

                     15.1.4....OTHER DEFAULTS.

           If (a) Tenant makes a general assignment or general arrangement for
the benefit of creditors; (b) a petition for adjudication of bankruptcy or for
reorganization or rearrangement is filed by or against Tenant and is not
dismissed within thirty (30) days; (c) a trustee or receiver is appointed to
take possession of substantially all of Tenant's assets located at the Premises
or of Tenant's interest in this Lease and possession is not restored to Tenant
within thirty (30) days; or (d) substantially all of Tenant's assets located at
the Premises or of Tenant's interest in this Lease is subjected to attachment,
execution or other judicial seizure which is not discharged within thirty (30)
days. If a court of competent jurisdiction determines that any of the acts
described in this subsection is not a default under this Lease, and a trustee is
appointed to take possession (or if Tenant remains a debtor in possession) and
such trustee or Tenant transfers Tenant's interest hereunder, then Landlord
shall receive, as Additional Rent, the difference between the Rent (or any other
consideration) paid in connection with such assignment or sublease and the Rent
payable by Tenant hereunder.

           The notices required by this section are intended to satisfy any and
all notice requirements imposed by the Laws and are not in addition to any such
requirements.

           15.2......REMEDIES.

           Upon the occurrence of any Event of Default by Tenant, Landlord may
at any time and from time to time exercise any of the following remedies.
Landlord's exercise of any right or remedy shall not prevent it from exercising
any other right or remedy.

                                       33
<PAGE>

                     15.2.1....TERMINATION OF TENANT'S RIGHT TO POSSESSION OF
THE PREMISES.

           Terminate Tenant's right to possession of the Premises by any lawful
means, in which case Tenant shall immediately surrender possession of the
Premises to Landlord. In such case, this Lease shall continue in full force and
effect except for Tenant's right to possession. Termination of Tenant's right to
possession shall not be construed as an election by Landlord to terminate this
Lease and Tenant's obligations and liabilities hereunder unless and until
Landlord delivers written notice to Tenant expressly exercising such right of
termination.

                     15.2.2....RIGHT OF RE-ENTRY AND RELETTING.

           Upon termination of Tenant's right to possession of the Premises,
Landlord may but shall not be obligated to, re-enter the Premises and remove all
persons and property from the Premises. Any property removed may be stored in a
public warehouse or elsewhere at the cost of and for the account of Tenant. Upon
such re-entry, Landlord may but shall not be obligated to, relet the Premises or
any part of them, to third parties for Tenant's account. Tenant shall be liable
immediately to Landlord for all actual and reasonable costs and expenses
incurred by Landlord in re-entering or reletting the Premises, including but not
limited to (a) maintaining or preserving the Premises after such default, (b)
recovering possession of the Premises, removing persons and property from the
Premises and storing such property, including court costs and reasonable
attorneys' fees incurred in connection therewith (c) reletting, renovating or
altering the Premises, and (d) real estate commissions paid or payable in
connection with reletting the Premises, said cost and expenses collectively
referred to herein as "RE-ENTRY COSTS". Reletting can be for a period shorter or
longer than the remaining Term. Tenant shall continue to pay Rent when due under
this Lease, less the Net Rent (as hereafter defined) actually received by
Landlord from reletting. NET RENT shall mean all rental actually received by
Landlord from reletting less the following: (i) any indebtedness from Tenant to
Landlord other than Rent, which shall be paid first, and (ii) the Re-entry
Costs, which shall be paid second. In the event the rental actually received by
Landlord from reletting exceeds the Rent, any sum remaining will be held by
Landlord and applied to future Rent under this Lease.

                     15.2.3....TERMINATION OF LEASE.

           Terminate this Lease and all of Tenant's rights and obligations
hereunder by delivery of written notice to Tenant. Such termination shall be
effective upon delivery of such notice to Tenant and Tenant shall immediately
surrender possession of the Premises to Landlord. In such event, Landlord shall
be entitled to recover from Tenant and Tenant shall pay to Landlord immediately
upon demand, all damages incurred by Landlord by reason of Tenant's Event of
Default, including without limitation (a) all Rent due and payable under this
Lease as of the effective date of the termination; (b) any amount necessary to
compensate Landlord for all detriment proximately caused by Tenant's failure to
perform its obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom, including but not limited to, any
costs or expenses incurred in (i) maintaining or preserving the Premises after
such

                                       34
<PAGE>

default, (ii) recovering possession of the Premises, removing persons and
property from the Premises and storing such property, including court costs and
reasonable attorneys' fees incurred in connection therewith (iii) reletting,
renovating or altering the Premises, and (iv) real estate commission paid or
payable in connection with reletting the Premises, and (c) an amount equal to
the difference between the present worth, as of the effective date of the
termination, of the Rent for the balance of the Term remaining after the
effective date of the termination (assuming no termination) and the present
worth, as of the effective date of the termination, of a fair and reasonable
market Rent for the Premises for the same period. For purposes of this section,
present worth shall be computed by utilizing a discount rate of six percent
(6%). Nothing in this section shall limit or prejudice Landlord's right to prove
and obtain damages in an amount equal to the maximum amount allowed by the Laws,
regardless of whether such damages are greater than the amounts set forth
herein; provided, however, Landlord agrees to use commercially reasonable
efforts to mitigate its damages.

           15.3......COSTS.

           Tenant shall reimburse and compensate Landlord upon demand, as
Additional Rent, for any actual pecuniary loss incurred by Landlord in
connection with, resulting from or related to any Default of Tenant under this
Lease. Such loss shall include all reasonable legal fees, costs and expenses
incurred in the negotiation, settlement or enforcement of rights or remedies of
Landlord or necessary to protect Landlord's interest under this Lease in a
bankruptcy case or proceeding under Title 11 of the United States Code, as
amended. Tenant shall also indemnify, defend (with counsel reasonably acceptable
to Landlord) and protect Landlord against, and hold Landlord free and harmless
from, all Claims incurred by Landlord if Landlord becomes or is made a party to
any claim or action (a) instituted by Tenant, by any third party against Tenant
or by or against any person holding any interest under or using the Premises by
license of or agreement with Tenant; (b) for foreclosure of any lien for labor
or material furnished to or for Tenant or such other person; (c) otherwise
arising out of or resulting from any act or transaction of Tenant or such other
person; or (d) necessary to protect Landlord's interest under this Lease in a
bankruptcy case or proceeding under Title 11 of the United States Code, as
amended.

           15.4......NO WAIVER.

           No failure by Landlord to insist upon the performance of any of the
terms of this Lease or to exercise any right or remedy consequent upon a breach
thereof, and no acceptance by Landlord of full or partial rent from Tenant or
any third party during the continuance of any such breach, shall constitute a
waiver of any such breach or of any of the terms of this Lease. None of the
terms of this Lease to be kept, observed or performed by Landlord or by Tenant,
and no breach thereof, shall be waived, altered or modified except by a written
instrument executed by Landlord and/or by Tenant, as the case may be. No waiver
of any default of Tenant herein shall be implied from any omission by Landlord
to take any action on account of such default. One or more waivers by Landlord
shall not be construed as a waiver of a subsequent breach of the same covenant,
term or condition. No statement on a payment check from Tenant or in a letter
accompanying a payment check shall be binding on Landlord. Landlord may, with or
without notice to Tenant, negotiate such check without being bound to the
conditions of such statement.

                                       35
<PAGE>

           15.5......WAIVER BY TENANT.

           Tenant hereby waives all claims resulting from Landlord's re-entry
and taking possession of the Premises and removing and storing the property of
Tenant as permitted under this Lease and will save Landlord harmless from all
losses, costs or damages occasioned thereby; provided, however, such waiver
shall not apply if the claim (i) arises as a result of the gross negligence or
willful misconduct of Landlord, its employees, agents or contractors, and (ii)
is not covered by the insurance Tenant is required to carry pursuant to this
Lease. No such reentry shall be considered or construed to be a forcible entry
by Landlord.

                                   ARTICLE 16
                             PROTECTION OF CREDITORS

           16.1......SUBORDINATION.

           This Lease and all rights of Tenant therein, and all interest or
estate of Tenant in the Property or any portion thereof, shall be subject and
subordinate to the lien of any mortgage, deed of trust or other document of like
nature ("MORTGAGE") which now or at any time may be placed upon the Property or
any portion thereof, and to any replacements, renewals, amendments,
modifications, extensions or refinancing thereof, and to each and every advance
made under any Mortgage, provided, however, Landlord shall obtain a
non-disturbance agreement from the holder of any current Mortgage within thirty
(30) days of the Commencement Date, such agreement to be in substantially the
form of Exhibit E attached hereto and incorporated herein by reference. Tenant
agrees at any time hereafter, and from time to time on demand of Landlord, to
execute and deliver to Landlord any instruments, releases or other documents
that may be reasonably required for the purpose of subjecting and subordinating
this Lease to the lien of any Mortgage. It is agreed that so long as no Event of
Default is outstanding, the holder of any Mortgage shall not interfere with,
hinder, molest or disturb Tenant's rights under this Lease. The lien of any such
Mortgage shall not cover Tenant's trade fixtures or other personal property
located in or on the Premises.

           16.2......ATTORNMENT.

           If Landlord's interest in the Premises is acquired by any ground
landlord, the holder of any Mortgage at a foreclosure sale or by any new person
or entity as a result of any transfer by Landlord, Tenant shall attorn to the
transferee of or successor to Landlord's interest in the Premises and recognize
such transferee or successor as landlord under this Lease. Landlord agrees to
transfer Tenant's security deposit to the successor landlord. Tenant waives the
protection of any statute or rule of Law which gives or purports to give Tenant
any right to terminate this Lease or surrender possession of the Premises upon
the transfer of Landlord's interest.

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<PAGE>

           16.3......ESTOPPEL CERTIFICATES.

                     16.3.1....CONTENTS.

           Upon Landlord's written request, Tenant shall execute, acknowledge
and deliver to Landlord a written statement certifying: (a) that this Lease (and
all guaranties, if any) is unmodified and in full force and effect (or, if there
have been any modifications, that the same is in full force and effect, as
modified, and stating the modifications); (b) that this Lease has not been
canceled or terminated; (c) the last date of payment of Basic Rent and
Additional Rent and the time period covered by such payments; (d) whether or not
there are then existing any breaches or defaults by Landlord known by Tenant
under this Lease, and if so, specifying the same and the steps being taken to
remedy the same; (e) specifying any setoffs or defenses in favor of Tenant
against the enforcement of this Lease (or of any guaranties); and (f) the amount
of the security deposit held by Landlord; and (f) such other reasonable
statements as required by Landlord, any lender, prospective lender, investor or
purchaser. Tenant shall deliver such statement to Landlord within ten (10)
business days after Landlord's request. Any such statement by Tenant may be
given by Landlord to any lender, prospective lender, investor or purchaser of
the Premises and may be relied upon by such party as true and correct.

                     16.3.2....FAILURE TO DELIVER.

           If Tenant does not deliver such statement to Landlord within such ten
(10) business day period, such failure shall constitute an Event of Default
under this Lease entitling Landlord to pursue remedies for breach. Further,
Landlord, and any lender, prospective lender, investor or purchaser, may
conclusively presume and rely upon the following facts: (i) that the terms and
provisions of this Lease have not been changed except as otherwise represented
by Landlord; (ii) that this Lease has not been canceled or terminated except as
otherwise represented by Landlord; (iii) that not more than one month's Basic
Rent or Additional Rent have been paid in advance; and (iv) that Landlord is not
in default under this Lease. In such event, Tenant shall be estopped from
denying the truth of such facts.

           16.4......MORTGAGEE PROTECTION CLAUSE.

           Tenant agrees to give the holder of any Mortgage, by registered mail,
a copy of any notice of default served upon Landlord, provided that prior to
such notice Tenant has been notified in writing (by way of notice of assignment
of rents and leases or otherwise) of the address of such holder. Tenant further
agrees that if Landlord shall have failed to cure such default within the time
provided for in this Lease, then such holder shall have an additional ten (10)
days within which to cure such default or if such default cannot be cured within
that time, then such additional time as may be necessary if, within such ten
(10) day period, the holder has commenced and is diligently pursuing the
remedies necessary to cure such default (including but not limited to
commencement of foreclosure proceedings if necessary to effect such cure) in
which event this Lease shall not be terminated while such remedies are being so
diligently pursued.

                                       37
<PAGE>

                                   ARTICLE 17
                              TERMINATION OF LEASE

           17.1......SURRENDER OF PREMISES.

           At the expiration of the Term, Tenant shall surrender the Premises
(including Landlord's Improvements) in the same condition as the same were in on
the Commencement Date, reasonable wear and tear, permitted alterations and
damage by casualty or condemnation excepted, and shall surrender all keys to the
Premises to Landlord's managing agent or to Landlord at the place then fixed for
the payment of Basic Rent and shall inform Landlord of all combinations on
locks, safes and vaults, if any. Tenant shall at such time remove all of its
property therefrom and all alterations and improvements placed thereon by Tenant
if so requested by Landlord. Notwithstanding the foregoing, Tenant shall not be
required to remove any Alterations installed by Tenant if and to the extent
that, at the time Tenant requested Landlord's approval therefor, Tenant further
requested Landlord's permission to leave same in the Premises upon expiration of
the Term and Landlord gave its written approval to such request. Tenant shall
repair any damage to the Premises caused by such removal, and any and all such
property not so removed shall, at Landlord's option, become the exclusive
property of Landlord or be disposed of by Landlord at Tenant's cost and expense
without further notice to or demand upon Tenant. If the Premises are not
surrendered as above set forth, Tenant shall indemnify, defend (with counsel
reasonably acceptable to Landlord) and protect Landlord against, and hold
Landlord free and harmless from, any Claim resulting from the delay by Tenant in
so surrendering the Premises, including without limitation, any claim made by
any succeeding occupant founded on such delay. All property of Tenant not
removed on or before the last day of the Term shall be deemed abandoned. Tenant
hereby appoints Landlord its agent to remove, at Tenant's cost, all property of
Tenant from the Premises upon termination of this Lease and to cause its
transportation and storage for Tenant's benefit, all at the sole cost and risk
of Tenant and Landlord shall not be liable for damage, theft, misappropriation
or loss thereof and Landlord shall not be liable in any manner in respect
thereto.

           17.2......HOLDING OVER.

           In the event Tenant remains in possession of the Premises after
expiration of this Lease, and without the execution of a new lease, but with
Landlord's written consent, it shall be deemed to be occupying the Premises as a
tenant from month to month, subject to all the provisions, conditions and
obligations of this Lease insofar as the same can be applicable to a
month-to-month tenancy, except that the Basic Rent shall be escalated to
Landlord's then current basic rent for the Premises according to Landlord's then
current rental rate schedule for prospective tenants. In the event Tenant
remains in possession of the Premises after expiration of this Lease and without
the execution of a new lease and without Landlord's written consent, Tenant
shall be deemed to be occupying the Premises without claim of right and Tenant
shall pay Landlord for all costs arising out of loss or liability resulting from
delay by Tenant in so surrendering the Premises as provided in Section 17.1 and
shall pay a charge for each day of occupancy an amount equal to 150% of the
Basic Rent and Additional Rent (on a daily basis) due under the terms of the
Lease immediately prior to the expiration thereof.

                                       38
<PAGE>

                                   ARTICLE 18
                            MISCELLANEOUS PROVISIONS

           18.1......NOTICES.

           All notices, demands and requests which may be or are required to be
given, demanded or requested by either party to the other shall be in writing.
All notices, demands and requests shall be sent by United States registered or
certified mail, postage prepaid or by an independent overnight courier service,
addressed to the addresses specified in the Basic Terms or at such other place
as either party may designate to the other party by written notice given in
accordance with this section. Notices, demands and requests which shall be given
by mail shall be deemed delivered within three (3) business days of deposit with
the United States Post Office and if delivered by courier shall be deemed
delivered on the next business day after the day of deposit with such courier.

           18.2......LANDLORD'S CONTINUING OBLIGATIONS.

           The term "Landlord" as used in this Lease, so far as covenants or
obligations on the part of Landlord are concerned, shall be limited to mean and
include only the owner or owners at the time in question of the fee title of the
Property. In the event of any transfer or conveyance of the Property, the then
grantor shall be automatically freed and relieved from and after the date of
such transfer or conveyance of all liability as respects the performance of any
covenants or obligations on the part of Landlord contained in this Lease
thereafter to be performed; provided that any funds in the hands of such grantor
at the time of such transfer, in which Tenant has an interest, shall be turned
over to the grantee for payment to Tenant in accordance with this Lease.

           18.3......SUCCESSORS.

           The covenants and agreements herein contained shall bind and inure to
the benefit of Landlord, its successors and assigns, and Tenant and its
permitted successors and assigns.

           18.4......CAPTIONS AND INTERPRETATION.

           The captions of the Articles and Sections of this Lease are to assist
the parties in reading this Lease and are not a part of the terms or provisions
of this Lease. Whenever required by the context of this Lease, the singular
shall include the plural and the plural shall include the singular. The
masculine, feminine and neuter genders shall each include the other. In any
provision relating to the conduct, acts or omissions of Tenant, the term
"Tenant" shall include Tenant's agents, employees, contractors, successors or
others using the Premises with Tenant's expressed or implied permission.

                                       39
<PAGE>

           18.5......RELATIONSHIP OF PARTIES.

           This Lease does not create the relationship of principal and agent,
or of partnership, joint venture, or of any association or relationship between
Landlord and Tenant, the sole relationship between Landlord and Tenant being
that of landlord and tenant.

           18.6......ENTIRE AGREEMENT.

           Any exhibits, riders, addenda and schedules attached hereto shall be
incorporated herein as though fully set forth herein. All preliminary and
contemporaneous negotiations are merged into and incorporated in this Lease.
This Lease Agreement, together with the Exhibits and Riders, contains the entire
agreement between the parties. No subsequent alteration, amendment, change or
addition to this Lease shall be binding upon Landlord or Tenant unless reduced
to writing and signed by Landlord and Tenant.

           18.7......SEVERABILITY.

           If any covenant, condition, provision, term or agreement of this
Lease shall, to any extent, be held invalid or unenforceable, the remaining
covenants, conditions, provisions, terms and agreements of this Lease shall not
be affected thereby, but each covenant, condition, provision, term or agreement
of this Lease shall be valid and in force to the fullest extent permitted by
Law.

           18.8......LANDLORD'S LIMITED LIABILITY.

           Tenant agrees to look solely to Landlord's interest in the Premises
for recovery of any judgment from Landlord, it being agreed that Landlord (and
if Landlord is a partnership, its partners, whether general or limited, and if
Landlord is a corporation, its directors, officers or shareholders and if
Landlord is a limited liability company, its governors, managers or members)
shall never be personally liable for any personal judgment or deficiency decree
or judgment against it.

           18.9......SURVIVAL.

           All obligations (together with interest on money obligations at the
Maximum Rate of Interest) accruing prior to expiration of the Term shall survive
the expiration or other termination of this Lease.

           18.10.....ATTORNEYS' FEES.

           In the event of any litigation or judicial action in connection with
this Lease or the enforcement thereof or the enforcement of any indemnity
obligation hereunder, the prevailing party in any such litigation or judicial
action shall be entitled to recover all costs and expenses of any such judicial
action or litigation (including, but not limited to, reasonable attorneys' fees,
costs and expenditures fees) from the other party.

                                       40
<PAGE>

           18.11.....BROKER.

           Landlord and Tenant each represent and warrant to the other that it
has not had any dealings with any realtors, brokers or agents in connection with
the negotiation of this Lease except as may be specifically set forth in the
Basic Terms and agree to hold the other harmless from the failure to pay any
realtors, brokers or agents (other than the Brokers specified in the Basic
Terms) and from any cost, expense or liability for any compensation, commission
or changes claimed by any realtors, brokers or agents (other than the Brokers
specified in the Basic Terms) claiming by, through or on behalf of it with
respect to this Lease and/or the negotiation hereof. Landlord agrees to pay all
amounts due to the Brokers named in the Basic Terms as a result of this Lease
pursuant to separate agreements.

           18.12.....GOVERNING LAW.

           This Lease shall be governed by the laws of the Commonwealth of
Virginia. All covenants, conditions and agreements of Tenant arising hereunder
shall be performable in the county wherein the Premises are located. Any suit
arising from or relating to this Lease shall be brought in the county wherein
the Premises are located, and the parties hereto waive the right to be sued
elsewhere.

           18.13.....TIME IS OF THE ESSENCE.

           Time is of the essence with respect to the performance of every
provision of this Lease in which time of performance is a factor.

           18.14.....JOINT AND SEVERAL LIABILITY.

           All parties signing this Lease as Tenant shall be jointly and
severally liable for all obligations of Tenant.

           18.15.....INTENTIONALLY DELETED.

           18.16.....DELIVERY OF TENANT ORGANIZATION DOCUMENTS.

           In the event Tenant is an entity, Tenant shall without charge to
Landlord, at any time and from time to time (but not more frequently than once
in any 12 month period), deliver the following instruments and documents to
Landlord within ten (10) days after written request by Landlord:

                     (a).......Certificate of Good Standing from the state of
                               formation of Tenant and the State, confirming
                               that Tenant is in good standing under the
                               corporate laws governing formation;

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                     (b).......A copy of Tenant's organizational documents and
                               any amendments or modifications thereof,
                               certified as true and correct by an appropriate
                               official of Tenant.

           18.17..... PROVISIONS ARE COVENANTS AND CONDITIONS.

           All provisions, whether covenants or conditions, shall be deemed to
be both covenants and conditions.

           18.18.....BUSINESS DAYS.

           As used herein, the term "BUSINESS DAYS" shall mean any day which is
not Saturday, Sunday or a Legal Holiday, and "LEGAL HOLIDAYS" shall mean all
holidays recognized by the Federal government.

           18.19.....FORCE MAJEURE.

           If Landlord or Tenant shall be delayed or prevented from the
performance of any act required hereunder (excluding, however, the payment of
money) by reason of acts of God, strikes, lockouts, labor troubles, inability to
procure materials, respect of governmental laws or regulations, or by reason of
any order or direct of any legislative, administrative or judicial body, or any
government department, or by reason of not being able to obtain any licenses,
permissions or authorities required therefor, or other causes without fault or
beyond the reasonable control of Landlord or Tenant, performance of such acts by
Landlord or Tenant shall be excused for the period of the delay and the period
of the performance of any such acts shall be extended for a period equivalent to
the period of such delay. Such delays are sometimes referred to in this Lease as
"Force Majeure."

           18.20.....SUBMISSION OF LEASE.

           Submission of this instrument for examination or signature by Tenant
does not constitute a reservation of or an option for lease and is not effective
as a lease or otherwise until execution and delivery by both Landlord and
Tenant.

           18.21.....PARKING.

           Tenant shall be entitled to use, in common with others on a
non-reserved basis, four (4) parking spaces serving the Building for each one
thousand (1,000) square feet of rentable area contained in the Premises. The
foregoing spaces shall be available to Tenant at no additional cost or expense
during the initial Term of the Lease or any renewals pursuant to Rider No. 1. Of
the foregoing spaces, Landlord shall, at Tenant's election, designate one (1)
space for each two thousand (2,000) square feet of rentable area in the Premises
(which ratio is equal to that granted to other tenants in the Building) as
"reserved" for Tenant's use at a cost of Sixty and No/100 Dollars ($60.00) per
space per month, payable with each installment of Basic Rent, and which amount
shall be deemed to be Additional Rent hereunder. The reserved spaces shall be in
a location mutually acceptable to Landlord and Tenant.

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           18.22.....SIGNAGE.

           Landlord shall, at its sole cost and expense, add Tenant's name to
the directory located in the Building lobby, and install Building standard suite
entry signage for the Premises.

           18.23.....SECURITY DEPOSIT.

           Contemporaneously with the execution hereof, Tenant shall either pay
to Landlord an amount equal to one (1) months' Basic Rent in cash, or deliver to
Landlord an unconditional letter of credit, in form, content and drawn on a
nationally insured bank reasonably satisfactory to Landlord in the foregoing
amount (in either instance, "SECURITY DEPOSIT"). The Security Deposit, if in
cash, shall be held by Landlord in a money market account reasonably acceptable
to Landlord and Tenant. The interest earned thereon shall become part of the
Security Deposit. Landlord shall not be responsible for any loss resulting from
the deposit of such cash in a money market account. In the event of a loss of
principal, Tenant shall pay to Landlord the amount of such loss within ten (10)
days following written request therefor from Landlord to Tenant. Whether the
Security Deposit is in cash or by letter of credit it shall be held by Landlord
as security for the performance by Tenant of Tenant's covenants and obligations
under this Lease. It is expressly understood that the Security Deposit shall not
be considered an advance payment of Basic Rent or Additional Rent, or a measure
of Landlord's damages in case of a default by Tenant hereunder which is not
cured within the applicable cure period provided in this Lease. Additionally, if
the Security Deposit is in the form of a letter of credit, unless Tenant
delivers to Landlord a replacement letter of credit not less than thirty (30)
days prior to the expiration of the exiting letter of credit, Landlord may draw
upon such letter of credit and hold the cash therefrom as the Security Deposit.
Upon the occurrence of an Event of Default, Landlord may, from time to time,
without prejudice to any other remedy, use the Security Deposit, if in cash, or
draw on the letter of credit and use the cash therefrom to the extent necessary
to make good any arrearages of Basic Rent, Additional Rent, or any other damage,
injury, expense or liability caused to Landlord by such default of Tenant which
is not cured within the applicable cure period provided in this Lease. Following
any such application of the Security Deposit, Tenant shall pay to Landlord,
within ten (10) days after written demand to Tenant the amount so applied in
order to restore the Security Deposit to its original amount.

           Landlord shall assign the Security Deposit to any transferee of
Landlord's interest in the Building, which transferee shall accept such
assignment and the terms of this Lease in writing, and thereafter Landlord shall
have no further liability for the return of the Security Deposit.

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           Landlord and Tenant have signed this Lease on the dates specified
adjacent to their signatures below.

Dated: May 4, 1999                 LANDLORD:

                                   Campus Commons, LLC, a Delaware limited
                                   liability company

                                   By: /s/ Joseph S. Rauenhorst
                                       ------------------------------------

                                   Its: President
                                        -----------------------------------


Dated: April 29, 1999              TENANT:

                                   W. Quinn Associates Inc., a
                                   Virginia corporation

                                   By: /s/ Najaf Husain
                                       ------------------------------------

                                   Name:  Najaf Husain
                                          ---------------------------------

                                   Title:  President
                                           --------------------------------



























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