<PAGE>

EXHIBIT 10.37

                         STANDARD INDUSTRIAL GROSS LEASE

INFORMATION SCHEDULE

This Information Schedule is a part of the Lease between the parties named
below. The information in this Schedule is further explained and detailed in the
rest of the Lease, most particularly in the referenced Lease Paragraphs.

<TABLE>
<CAPTION>
INFORMATION                                                                          PARAGRAPH
<S>                    <C>                                                           <C>
DATE OF LEASE:         November 5, 2004                                              #1

PARTIES:               LANDLORD: OTR, an Ohio general partnership, acting as the     #1.19
                       duly authorized nominee of the BOARD OF THE STATE
                       TEACHERS RETIREMENT SYSTEM OF OHIO ("STRBO"), c/o
                       Transwestern Commercial Services, 8614 Westwood Center
                       Drive, Suite 800, Vienna, Virginia 22182.

                       TENANT: Steel Cloud, Inc., a Virginia corporation, 1306
                       Squire Court, Dulles, Virginia 20166.

PREMISES:              Approximately 24,240 Square Feet at 13960-13964 Park          #2.1
                       Center Road, Renaissance Park at Dulles (Building 8, Bays     Exhibits A & B
                       3-5), Herndon, Virginia 20171.

                       Adjacent Site Improvements: See Exhibits "A" and B",          #2.1(b)
                                                                                     Exhibits A & B

LANDLORD'S WORK:       None.                                                         #3.1
                                                                                     Exhibit C

OCCUPANCY:             The "Date of Occupancy" shall be upon lease execution by      #3.2,
                       Landlord and Tenant, and Landlord's receipt of a              Addendum
                       Certificate of Insurance. See Addendum to Lease. Note
                       that Rent Commencement Date is not the Date of Occupancy.

TERM:                  The "Lease Term" begins on the Date of Occupancy and ends     #4
                       at midnight on August 31, 2009.

RENTS:                 Fixed Minimum Rent: Eighteen Thousand, Six Hundred Eighty     #5
                       Five and 00/100ths Dollars ($18,685.00) per month for the
                       first twelve (12) months. The Fixed Minimum Rent shall be
                       increased in accordance with Paragraph 5.1(c).

ADDITIONAL RENTS:      Tenant's share of any increase over the 2005 Base Year        #5.2, 7.3,
                       cost of Real Estate Taxes and Insurance Premiums is           8.2(b), 10.1, 11
                       established at 16.78%.

SECURITY DEPOSIT:      The initial Security Deposit is Eighteen Thousand, Six        #5.4
                       Hundred Eighty Five and 00/100ths Dollars ($18,685.00).

PERMITTED USES:        Warehouse, storage and related office.                        #6.1

LANDLORD'S BROKER:     Transwestern Carey Winston, LLC d/b/a Transwestern            #20
                       Commercial Services.

TENANT'S BROKER:       ACP Mid-Atlantic, LLC.                                        #20

ADDITIONAL             The following attachments are made a part of this Lease:
EXHIBITS:
                       Addendum to Lease
                       Exhibit "A" - Description of the Premises
                       Exhibit "B" - Plan of the Premises
                       Exhibit "C" - Landlord's Work and Tenant's Work
                       Exhibit "D" - Dangerous/Hazardous Chemicals and Materials
                       Exhibit "E" - Rules & Regulations
                       Exhibit "F" - Commencement Date Agreement
                       Exhibit "G" - Tenant Estoppel Certificate
</TABLE>

                                     Page 1

<PAGE>

                         STANDARD INDUSTRIAL GROSS LEASE

1. PARTIES. This is made as of the date shown in the Information Schedule,
between the parties as provided in said Schedule.

2. PREMISES, PROPERTY.

2.1 PREMISES. In consideration of the agreements in this Lease and other
consideration paid, Landlord leases to the Tenant and Tenant leases from
Landlord:

      (a)   The "Premises" are located in the "Building" located in Landlord's
            "Industrial Park" described in Exhibit "A" and the Information
            Schedule and are shown on Exhibit "B".

      (b)   The sole right to use the parking and loading area, if any,
            described in the Information Schedule and as shown as the "Adjacent
            Site Improvements" on Exhibit "B".

      (c)   The nonexclusive right to use together with Landlord and other
            tenants of the Industrial Park the driveways, parking (to the extent
            not leased to other tenants for their sole use), and grounds.
            Landlord shall guaranty at all times Tenant shall have the
            non-exclusive right to park at a ration of 1.5 per 1,000 square feet
            leased.

3. IMPROVEMENTS, DATE OF OCCUPANCY.

3.1 INTENTIONALLY DELETED.

3.2 DATE OF OCCUPANCY. If the Date of Occupancy occurs under (b) as provided in
the Information Schedule, Landlord and Tenant each agree, if asked, to execute
an addendum listing the date. Landlord shall use commercially reasonable efforts
to provide occupancy by November 15, 2004 (assuming Tenant shall have executed
the Lease by November 1, 2004), but shall not be liable to Tenant if Landlord,
for any reason, is unable to deliver the Premises by that date.

3.3 POSSESSION. Tenant may cancel this Lease if possession is not provided by
December 1, 2004. Tenant agrees not to seek damages if Landlord fails to
complete Landlord's work or if occupancy is delayed due to any of the events in
Article 15 or any other cause.

4. TERM: COMMENCEMENT AND TERMINATION. The Lease is as provided in the
Information Schedule. If the Date of Occupancy is the first day of a month, that
month shall be the first full calendar month. If the Tenant is on the Premises
before the Date of Occupancy, the terms of the Lease (except rentals) will
govern. This Lease is not terminable by Tenant, except as expressly stated.

5. RENTS, SECURITY DEPOSITS.

5.1(a) FIXED MINIMUM RENT. Tenant agrees to pay Landlord Fixed Minimum Rent (the
Rent) for the Premises in the amounts listed in the Information Schedule. The
Rent will be paid in monthly installments, in advance, without offset, deduction
or prior demand, on the first day of each month of the original and any renewal
Lease Term. The Rent for the time from the Rent Commencement Date pursuant to
the Rent Commencement Agreement (Exhibit F hereto) to the first day of the next
calendar month will be paid on the Rent Commencement Date. Please make your
check payable to OTR, RENAISSANCE PARK and send to WIP02-RENAISSANCE, P.O. BOX
633262, CINCINNATI, OH 45263-3262.

5.1(b) RENT TAXES. If any governmental agency imposes any tax measured by the
amount of rent paid, except taxes based on Landlord's income, Tenant will pay
such tax at the time of each payment of Fixed Minimum Rent or Additional Rent.

5.1(c) RENTAL INCREASE. The Fixed Minimum Rent (the Rent) will be increased on
the anniversary of the first full month after the Rent Commencement Date
(established in the Rent Commencement Agreement) [Date of Occupancy] and on each
anniversary of said month, such increase to be four percent (4%) of the base
annual rental in effect immediately prior to such increases.

<TABLE>
<CAPTION>
PERIOD COVERED              BASE MONTHLY RENTAL       BASE ANNUAL RENTAL
--------------              -------------------       ------------------
<S>                         <C>                       <C>
2/1/05-1/31/06                  $18,685.00                $224,220.00
2/1/06-1/31/07                  $19,432.40                $233,188.80
2/1/07-1/31/08                  $20,209.70                $242,516.36
2/1/08-1/31/09                  $21,018.09                $252,217.02
2/1/09-8/31/09                  $21,858.81                        N/A
</TABLE>

The base annual rental increase herein contemplated shall not diminish or lessen
Tenant's continuing obligation to pay all applicable additional rents, and all
other sums due under the terms of this Lease.

5.2(a) ADDITIONAL RENT. In addition to the Fixed Minimum Rent, Tenant will pay
as Additional Rent Tenant's Share of any increase over the Base Year amount of
Insurance Premiums (whether elective, if reasonably necessary, or required) and
Real Property Taxes (such Insurance Premiums and Real Property Tax increases
hereinafter referred to as "Property Costs."). If Tenant fails to pay its share
of these expenses, Landlord shall have the remedies provided for the failure to
pay rent.

5.2(b) PAYMENT OF ADDITIONAL RENT. Additional rent, together with any tax
required from Tenant by Paragraph 5.1(b), will be paid in monthly installments
on the first day of each month in an amount reasonably established from time to
time by Landlord. Property Costs for periods including time outside the Lease
Term will be prorated. Landlord will provide an accounting of actual costs at
least annually and any refund due Tenant, or payment due Landlord, shall be paid
within fifteen (15) days from receipt of notice. Tenant, within ninety (90) days
after the receipt of any invoice for Additional Rent, shall have the right to
audit, at its cost, any claims by Landlord for Additional Rent and Landlord
shall cooperate with such audit.

                                     Page 2

<PAGE>

5.2(c) TENANT'S SHARE. Tenant's Share is determined by dividing the leasable
square footage contained in the Premises by the leasable square footage
contained in the Building or the Industrial Park (whichever is applicable). The
Tenant's Share is initially established as set forth in the Information Schedule
and shall not be any greater than that set forth therein.

5.3 RENT OBLIGATIONS INDEPENDENT; ABATEMENT; PRORATION; WHERE PAYABLE; LATE
CHARGES. The rent obligations are independent of any other obligations of Tenant
or Landlord, and Tenant is not entitled to any abatement or reduction in rent
except as expressly provided. Tenant waives the benefit of any statute which
would alter this agreement of the parties. Rent due for any period which is less
than one (1) month will be prorated. Rent is payable to Landlord at the address
listed in the Information Schedule or such other places the Landlord may
designate from time to time in writing. A five percent (5%) handling fee is due
on any rent not paid within ten (10) days of the due date, unless Landlord
elects to pursue actions under Paragraph 13.

5.4 SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deposit with
Landlord a cash Security Deposit in the amount provided in the Information
Schedule. Landlord may apply all or part of the Security Deposit to any unpaid
rent or other charges due from Tenant or to cure any default of Tenant. If
Landlord uses any part of the Security Deposit, Tenant shall restore the
Security Deposit to its full amount within ten (10) days after Landlord's
written request. Tenant's failure to comply with this provision shall be a
material default. No interest is payable on the Security Deposit. Any unused
Security Deposit shall be refunded to Tenant within forty-five (45) days after
the expiration or termination of this Lease, so long as Tenant is not then in
default beyond any applicable notice and cure period. Landlord is not required
to keep the Security Deposit in a separate account and no trust relationship is
created as to the Security Deposit.

6. USE.

6.1 USE. Tenant covenants and agrees to use the Premises for no purposes other
than those listed in the Information Schedule.

6.2 COMPLIANCE WITH LAW. Tenant, at its expense, will comply promptly with all
statutes, ordinances, rules and regulations, orders and requirements (including
the recommendations of fire rating organizations. Tenant's and Landlord's
underwriters and insurance companies), in effect during the Lease Term
regulating the use of the Premises by Tenant. Tenant will not carry on, nor
permit any dangerous or offensive activity so as to create damage to the
Property, waste, a nuisance, or disturbance to other tenants.

6.3 ENVIRONMENTAL PROTECTIONS. Tenant acknowledges that there are in effect
federal, state, and local laws, regulations, and guidelines, and that additional
and other laws, regulations, and guidelines may hereinafter be enacted to take
effect relating to or affecting the Premises, and concerning the impact on the
environment of construction, land use, maintenance and operation of structures,
and the conduct of business. Tenant will not cause or permit to be caused, any
act or practice, by negligence, omission, or otherwise that would adversely
affect the environment, or do anything or permit anything to be done that would
violate any of said laws, regulations or guidelines. Tenant agrees to comply
with Exhibit "D" ("Control of Dangerous/Hazardous Chemicals and Materials").
Tenant shall indemnify, defend, protect and hold Landlord, its employees,
agents, officers and directors, harmless from and against all claims, accidents,
suits, proceedings, judgments, losses, costs, damages, liabilities (including,
without limitation, sums paid in settlement of claims), deficiencies, fines,
penalties, punitive damages or expenses (including, without limitation,
reasonable attorneys', experts', and consultants' fees, investigation and
laboratory fees, court costs and litigation expenses) resulting from any adverse
affect to the environment by Tenant, directly or indirectly resulting from the
presence of any Hazardous Materials in, on, or under the Premises that were
introduced to the Premises by Tenant. All obligations of Tenant under this
Article 6.3 shall survive the expiration or earlier termination of the Lease.

6.4 CONDITION OF PREMISES. Tenant accepts the Premises in the condition existing
as of the date of this Lease, subject only to the completion of Landlord's Work.
Tenant accepts the Premises subject to all applicable zoning, municipal, county,
state and federal laws, ordinances and regulations governing use of the Premises
and to any covenants or restrictions of record, and matters disclosed by any
attached exhibits. Tenant acknowledges that Landlord and Landlord's agent have
not made any representation or warranty as to the suitability of the Premises
for Tenant's business.

7. MAINTENANCE, REPAIRS AND ALTERATIONS.

7.1 TENANT'S OBLIGATIONS. During the Lease Term, Tenant shall maintain, replace
and keep the Premises, fixtures and equipment in good and clean order, condition
and repair, reasonable wear and tear excepted, including, but not limited to,
all windows and doors and their fixtures, loading dock equipment (dock levelers,
overhead doors, dock shelters, seals and bumpers), pavement under the sole use
of Tenant, electrical system, lighting (fixtures, bulbs, ballasts, starters, and
diffusers), plumbing, heating and cooling system and equipment, floors,
sprinkler system, interior wall surfaces, interior partitions, mezzanines and
all Adjacent Site Improvements. Tenant will maintain maintenance contracts
reasonably satisfactory to Landlord covering the air conditioners and insurance
policies covering boilers. Tenant waives the benefits of any statute which would
give Tenant the right to make repairs at Landlord's expense or to terminate this
Lease because of Landlord's failure to keep the Premises in good order,
condition and repair. Notwithstanding the foregoing, Tenant shall be responsible
only for preventative maintenance and exhaustible component (e.g. belts) repairs
to the HVAC equipment, and not replacement or major repairs.

Tenant agrees to store trash in suitable containers outside the Building. Tenant
agrees not to store goods, pallets, drums, or any other materials outside the
Premises. Pallets may be stored outside the Premises; however, overnight storage
is prohibited.

Tenant shall not place a load upon any floor of the Premises exceeding the floor
load per square foot area which such floor was designed to carry and which is
allowed by law. Use by Tenant of any mezzanines for storage is at Tenant's sole
risk and Tenant agrees to indemnify Landlord from any claims resulting from any
such use.

In the event Landlord designates specific parking areas within the parking and
loading areas, Tenant will cause its employees, agents, and invitees to park
only in the designated areas.

No repair or servicing of any motorized vehicle shall be allowed in the Premises
or in any parking or loading areas, roadways, or service areas within the
Industrial Park. No vehicle (including equipment, trailers, and machinery) shall
be abandoned or disabled or in a state of non-operation or disrepairship upon
the property of the Landlord, and Tenant shall enforce this restriction against
Tenant's employees, agents, and invitees. Should Landlord determine that a
violation of this restriction has occurred, Landlord shall have the right to
cause the offending vehicle to be removed and all costs of such removal shall be
the obligation of the Tenant responsible for such vehicle within ten (10) days
of written notice to Tenant.

                                     Page 3

<PAGE>

7.2 LANDLORD'S OBLIGATIONS. Landlord will maintain the roof, the structural
integrity of the exterior walls, structural supports and foundations of the
Building and the paved areas of the Industrial Park (except for pavement under
Tenant's sole use), unless covered by the provisions of Paragraph 9.3 and the
HVAC, unless covered by Paragraph 7.1. Landlord will provide snow removal and
landscaping maintenance as needed. Landlord may enter the Premises on reasonable
notice to carry out its obligations. Landlord will not unduly interfere with
Tenant's operations. Landlord is not liable for any reasonable interruption of
Tenant's use of the Premises.

It is expressly agreed between the parties that the Landlord will not be liable
to the Tenant for any damage or injury which may be sustained by the Tenant or
those claiming through Tenant as a result of leaks in the roof, foundation or
outside walls. The Landlord will be liable to the Tenant only in the event of
the Landlord's willful refusal to repair the roof, foundation and outside walls
or Landlord's gross negligence in making such repairs.

7.3 RAIL SPUR USE & COSTS (WHERE APPLICABLE).

      (a)   If Tenant has sole access to a rail spur servicing the Building or
            Industrial Park, Tenant, at its sole cost and expense, shall
            maintain and repair the entire rail spur. Tenant also agrees to
            reimburse Landlord as additional rent for all insurance and other
            operating costs incurred by Landlord regarding the rail spur within
            ten (10) days after receipt of a statement from Landlord.

      (b)   If more than one tenant has access to a rail spur or spurs servicing
            the Building or Industrial Park, the Landlord shall coordinate all
            maintenance and repairs. Tenants with access to the rail spur(s)
            shall reimburse Landlord for the maintenance, repairs, insurance and
            other operating costs based upon the proportion of the Premises to
            the total leasable area leased, from time to time, to tenants having
            access to the rail spur(s). Tenant shall reimburse Landlord as
            additional rent for such costs with ten (10) days after receipt of a
            statement from Landlord.

7.4 SURRENDER OF PREMISES. At the end of the term, or any other termination,
Tenant will return the Premises in good, clean condition and operating order,
after completing all maintenance and replacement which is Tenant's
responsibility. Damage by ordinary wear and tear is excepted (damage caused by
Tenant's failure to properly maintain or replace the Premises or its contents as
set out in this Lease shall not be deemed to be ordinary wear and tear) to the
extent that it is not part of Tenant's obligation to maintain and replace. Also
excepted is casualty from causes against which Landlord carries insurance.
Extraordinary wear and tear due to Tenant's use of the Premises is the
responsibility of Tenant. Damage to the Premises caused by Paragraph 7.5(c)
removals will be repaired by Tenant.

Tenant shall notify Landlord in writing at least one hundred twenty (120) days
prior to vacating the Premises and shall within thirty (30) days prior to
vacating arrange to meet with Landlord for a joint inspection of the Premises
prior to vacating. If Tenant fails to give such notice or to arrange for such
inspection, then Landlord's inspection of the Premises shall be deemed correct
for the purpose of determining Tenant's responsibility for repairs and
restoration of the Premises.

7.5 ALTERATIONS AND ADDITIONS.

7.5(a) CONSENT. Tenant will not make any alterations or improvements to the
Premises, or changes to the exterior of the Premises, or the exterior of the
Building without Landlord's prior written consent. Landlord may condition its
consent with any of the following:

      (i)   Tenant's agreement to remove any alterations or improvements upon
            termination, and to restore the Premises to the prior condition.

      (ii)  A lien and completion bond equal to one and one-half times the
            estimated cost of improvements.

      (iii) Insurance necessary to protect both parties while work is in
            progress.

      (iv)  Waivers of Liens from all contractors or sub-contractors involved in
            the alterations or improvements.

Notwithstanding the foregoing, Landlord will not unreasonably withhold its
consent to cosmetic, non-structural changes to the interior of the Premises,
provided those changes to not adversely effect the electrical, mechanical,
plumbing or other operating systems.

7.5(b) LIENS. Claims for labor or materials for, or purporting to be for, labor
or materials furnished to Tenant shall be paid by Tenant when due, or secured by
bond, so as to immediately discharge any liens filed against the Premises,
Building, or Industrial Park. In the event Tenant does not discharge any such
liens. Landlord shall have the right, but not the obligation, to discharge such
liens. Any such amount paid or incurred by Landlord shall be immediately due and
payable as additional rent by Tenant to Landlord together with interest at the
rate indicated in Paragraph 24.10 from the date of payment by Landlord until
paid by Tenant.

7.5(c) SURRENDER OR REMOVAL OF ALTERATIONS. Unless removal is required by
Landlord, at Landlord's option, all alterations or improvements will become the
property of Landlord and will be surrendered with the Premises at the end of the
Lease Term or other termination, without payment. Tenant's machinery and
equipment, unless it is fixed to the Premises so that it cannot be removed
without material damage, remains the property of Tenant and may be removed by
Tenant subject to Paragraph 7.4.

8. INSURANCE.

8.1 LIABILITY INSURANCE. During the Lease Term, Tenant will maintain a broad
form policy of comprehensive general liability insurance insuring Landlord and
Tenant against liability arising out of the use, occupancy or maintenance of the
Premises. The insurance will be for not less than $1,000,000 combined single
limit personal injury and property damage. The limits of the insurance will not
limit the liability of Tenant. The policy will contain cross-liability
endorsements, if applicable, and will insure Tenant's performance of the
indemnity provisions of Paragraph 8.5. If Tenant fails to maintain the required
insurance, Landlord may, but is not obligated to, maintain the insurance at
Tenant's expense. The policy shall expressly provide that it is not subject to
invalidation of the Landlord's interest by reason of any act or omission on the
part of Tenant.

                                     Page 4

<PAGE>

8.2(a) LANDLORD'S INSURANCE. During the Lease Term, Landlord will maintain
policies of insurance covering loss or damage to the Building in the amount of
the full replacement value, providing protection against all perils included
with the classification of fire and extended coverage. Landlord may elect to
provide comprehensive general liability insurance, rent loss, vandalism,
malicious mischief, sprinkler leakage, war, automobile, umbrella, flood, boiler,
air conditioner and all-risk insurance. The insurance will provide for payment
for loss to Landlord or to the holder of a first mortgage or deed of trust on
the property.

8.2(b) PAYMENT OF PREMIUMS; INSURANCE POLICIES. Landlord shall pay the Premiums
for the insurance policies maintained by Landlord under Paragraph 8.2(a) and
Tenant shall pay Landlord as Additional Rent, Tenant's Share of the Premiums as
provided in Paragraph 5.2. If the Lease Term expires before the expiration of
the insurance period. Tenant's liability shall be prorated on an annual basis.

8.2(c) TENANT'S PERSONAL PROPERTY. Tenant assumes all risk of loss or damage to
Tenant's Property. Tenant assumes the risk that loss or damage to Tenant's
Property, to the Premises or to the Property may result in loss of income,
profits or good will to the business of Tenant or other persons interested in
Tenant's Property. Tenant releases and holds Landlord harmless from liability
for these losses or damage, except arising out of Landlord's gross negligence or
willful misconduct. Tenant's Property includes all goods, equipment, inventory,
merchandise, records and other personal property and all fixtures, improvements
and betterments placed in or about the Premises, belonging to Tenant or any
person connected with, or claiming under or through Tenant. Tenant agrees to
indemnify Landlord and save it harmless from all loss or claims, including
reasonable attorneys' fees and costs in defending a claim, arising out of loss
or damage to Tenant's Property belonging to others. Landlord means Landlord, its
employees and agents.

TENANT SHALL PROVIDE INSURANCE TO THE EXTENT OF NOT LESS THAN NINETY PERCENT
(90%) OF THE FAIR MARKET VALUE OF TENANT'S PROPERTY AS APPRAISED BY TENANT'S
INSURER(S), WITH AN AGREED AMOUNT ENDORSEMENT. TENANT, AT ITS SOLE COST AND
EXPENSE, SHALL OBTAIN THE INSURANCE COVERAGES NECESSARY TO PROVIDE PROTECTION
FOR THE RISKS AND OBLIGATIONS TO INDEMNIFY ASSUMED BY TENANT AND SHALL MAINTAIN
SUCH INSURANCE FOR THE LEASE TERM. TENANT AGREES TO NOTIFY EACH INSURANCE
CARRIER OF THE TENANT'S ASSUMPTION OF RISK, RELEASE AND INDEMNIFICATION STATED
ABOVE. TENANT ACKNOWLEDGES THAT ITS INSURANCE COVERAGES COULD BE VOIDED OR
OTHERWISE ADVERSELY AFFECTED BY THE FOREGOING PARAGRAPH UNLESS THE INSURANCE
CARRIER HAS WAIVED ITS RIGHT OF SUBROGATION OR HAS OTHERWISE AGREED TO THE ABOVE
ASSUMPTION OF RISK. RELEASE AND HOLD HARMLESS AGREEMENT AND INDEMNIFICATION.

8.3(a) TENANT'S INSURANCE POLICIES. Insurance  carried by Tenant will be with
responsible carriers acceptable to Landlord and licensed in the State in which
the Property is located. The Tenant will deliver to Landlord certified copies of
the policies of insurance or certificates evidencing the existence and amounts
of the insurance. No policy shall be cancellable or subject to reduction of
coverage or other modification except after thirty (30) days prior written
notice to Landlord. Tenant shall, at least thirty (30) days prior to the
expiration of the policies, furnish Landlord with renewals or "Binders" for the
policies, or Landlord may order the required insurance and charge the cost to
Tenant pursuant to Paragraph 23.

8.3(b) INCREASED RISK. Tenant will not do anything or permit anything to be done
or any hazardous condition to exist ("Increased Risk") which shall invalidate or
cause the cancellation of the insurance policies carried by either Tenant or
Landlord. If Tenant does or permits any Increased Risk which causes an increase
in the cost of Landlord's insurance policies, then Tenant shall reimburse
Landlord pursuant to Paragraph 23 for additional premiums attributable to any
act, omission or operation of Tenant causing the increase in the premiums,
including, but not limited to, non-compliance with recommendations under
Paragraph 6.2. Payment of additional premiums will not excuse Tenant from
terminating or removing the Increased Risk unless Landlord agrees in writing.
Absent agreement. Tenant shall promptly terminate or remove the Increased Risk.

8.4 WAIVER OF SUBROGATION ON PROPERTY POLICIES. Each party releases the other
party from any and all liability or responsibility (to the other party or anyone
claiming through or under them by way of subrogation or otherwise) for loss or
damage to property resulting from causes insured against, even if such casualty
has been caused by the fault or negligence of the other party, or anyone for
whom such party may be responsible.

8.5 INDEMNIFY. Tenant shall indemnify and hold harmless Landlord, its agents and
employees, from and against any and all claims arising from: (a) Tenant's use of
the Premises, (b) the conduct of Tenant's business or anything else done or
permitted by Tenant to be done in or about the Premises or elsewhere in the
Industrial Park, (c) any breach or default in the performance of Tenant's
obligations under the Lease, or arising from any negligence of the Tenant, or
Tenant's agents, contractors or employees. Tenant shall defend Landlord against
all costs, attorneys' fees, expenses and liabilities incurred in the defense of
any such claim, action or proceeding. In case any action or proceeding is
brought against Landlord by reason of a claim, Tenant, upon notice from
Landlord, shall defend the same at Tenant's expense by counsel satisfactory to
Landlord. Tenant assumes all risk of damage to property or injury to persons, in
or about the Premises arising from any cause and Tenant waives all such claims
against Landlord, except claims due to Landlord's gross negligence or willful
misconduct. The liability of Tenant to indemnify Landlord, its agents and
employees, shall not extend to any matter against which Landlord shall be
effectively protected by insurance, provided that if any liability shall exceed
the amount of effective and collectable insurance, the liability of Tenant shall
apply to the excess. Whether the insurance is "effective" depends in part, but
not by way of limitation, on the absence of any defense to coverage made by the
insurer.

9. CASUALTY DAMAGE.

9.1 DAMAGE TO PREMISES. Tenant will give immediate notice to Landlord of fire or
other casualty damage to the Premises. Landlord will repair the Premises, except
damage from items in which Tenant is responsible for under Paragraph 6.3 herein
and unless it decides to terminate under Paragraph 9.2. Tenant will be obligated
to pay pro rata fixed and additional rent on the portion of the Premises it can
occupy.

9.2 OPTIONS TO TERMINATE.

9.2(a) PREMISES DAMAGE. If the Building is substantially destroyed or the damage
requires more than one hundred eighty (180) days from the date of the damage to
repair, either Landlord or Tenant has the option to terminate this Lease by
giving written notice within thirty (30) days after the date of the damage
(except Tenant shall not have such option if less than twenty five percent (25%)
of the Premises is

                                     Page 5

<PAGE>

damaged, in which case the provisions of 9.2(b) shall apply). This Lease shall
terminate either thirty (30) days after receipt of the notice or the date Tenant
vacates the Premises, whichever is sooner.

9.2(b) REPAIRS REQUIRING LESS THAN ONE HUNDRED EIGHTY DAYS TO REPAIR. If the
estimated repair time is less than one hundred eighty (180) days and Landlord
diligently pursues repair. Tenant may not terminate if repair time runs over one
hundred eighty (180) days due to causes beyond Landlord's control.

9.2(c) DAMAGE DURING LAST Six MONTHS OF TERM. If casualty damage occurs to the
Premises or to the Building during the last six (6) months of the Lease Term,
Landlord may terminate this Lease. If Tenant has an unexpired option to extend,
the option, to extend or renew must be exercised within twenty (20) days of the
casualty. If the option is exercised. Landlord may not cancel unless there is
substantial damage. If the option is not exercised, the option is terminated and
Landlord may terminate the Lease.

9.3 NEGLIGENCE OF TENANT - UNINSURED LOSS. An "Insured Loss" is damage caused by
an event which is either required to be or which has been elected by Landlord to
be covered by insurance described in Paragraph 8.2(a). If casualty damage occurs
which is not an Insured Loss and which is due to a negligent or willful act of
Tenant, Tenant will repair the damage at its expense and will remain liable for
the full rent during repair. Termination under Paragraph 9.2 will not be
available to Tenant.

9.4 TENANT CLAIMS. No compensation, claims, or diminution of rent will be paid
or allowed by Landlord, by reason of inconvenience, annoyance, or injury to
business, arising from the necessity of repairing any other portion of the
Building, however the necessity may occur.

10. REAL PROPERTY TAXES.

10.1 PAYMENT OF TAXES. Landlord shall pay the Real Property Taxes on the
Property during the Lease Term and Tenant shall pay Landlord as Additional Rent
Tenant's share of the Real Property Taxes as provided in Paragraph 5.2. If the
Premises are not separately assessed. Tenant's share of the real property tax
payable by Tenant shall be prorated.

10.2 DEFINITION OF "REAL PROPERTY TAX", The term "Real Property Tax" includes
any form of assessment, license fee, levy, penalty or tax (other than
inheritance or estate taxes), imposed by an authority with direct or indirect
power to tax any legal or equitable interest of Landlord in the real property of
which the Premises are a part, but shall not include any rent tax payable by
Tenant under Paragraph 5, nor any corporate franchise or income taxes.

10.3 PERSONAL PROPERTY TAXES. Tenant will pay, before delinquent, all taxes
assessed against trade fixtures, furnishings, equipment and all other personal
property of Tenant. Tenant will cause these items to be assessed and billed
separately from the real property of Landlord.

11. UTILITIES. Tenant will pay directly to the appropriate supplier, the cost of
all water/sewer, gas, heat, light, electrical, telephone, refuse disposal and
other utilities and services supplied to the Premises, and any taxes on those
bills. If any services are not separately metered. Tenant will pay as Additional
Rent as provided in Paragraph 5.2 a proportion of all jointly-metered utilities
used by other occupants of the property based either upon type and extent of use
or on area, as reasonably determined by Landlord.

12. ASSIGNMENT AND SUBLETTING.

12.1 LANDLORD'S CONSENT REQUIRED. Tenant will not voluntarily or by operation of
law assign, transfer, mortgage, sublet or otherwise transfer or encumber all or
any part of Tenant's interest in this Lease or in the Premises, without
Landlord's prior written consent, which shall not be unreasonably withheld,
conditioned or delayed provided that the following apply: (i) The net worth of
the assignee (if an assignment) or subtenant (if a sublease) is equal to or
greater than that of the Tenant, unless Tenant is subleasing a portion of the
Premises; (ii) the proposed (and continued) use of the Premises is consistent
with the stated Permitted Uses of this Lease and not inconsistent or contrary to
any other use in the Building or the Park and does not violate or conflict with
any exclusive or similar right provided to another tenant within the Building or
the Industrial Park, and (iii) Tenant remains primarily liable for all
obligations under the Lease. Any attempted assignment, transfer, mortgage,
encumbrance or subletting without consent shall be void as against Landlord, and
shall constitute a breach of the Lease.

12.2 NO RELEASE OF TENANT. Regardless of Landlord's consent, no subletting or
assignment will alter the primary liability of Tenant to pay the rent and to
perform all other obligations to be performed by Tenant. Acceptance of rent from
any other person will not be deemed a waiver by Landlord of any provision of
this Lease. Consent to one assignment or subletting will not be deemed consent
to any subsequent assignment or subletting.

12.3 PARTICIPATION BY LANDLORD. If Tenant assigns this Lease or sublets all or a
portion of the Premises for an amount in excess of the Base Rental (or the pro
rata share of Base Rental in the case of a sublease of a portion of the
Premises), the Tenant shall pay to Landlord, as rent, fifty percent (50%) of
such excess received by Tenant, exclusive of any brokers' commissions actually
paid or tenant concessions actually extended to unaffiliated third parties of
Tenant in connection with any subletting or assignment.

12.4 PROCESSING FEES. If Landlord consents to a sublease or assignment. Tenant
will pay a processing fee of $350.

13. DEFAULTS; REMEDIES.

13.1 EVENTS OF DEFAULT. It is a default under this Lease if any of the following
"Events of Default" happen:

      (a)   If any Fixed Monthly Rent is not paid when due and default continues
            for a period of five (5) days; or

      (b)   If any additional rent is not paid when due and default continues
            for a period of ten (10) days; or

      (c)   If the provisions of Paragraph 6.3 are not fully complied with; or


                                     Page 6

<PAGE>

      (d)   If Tenant defaults under any of the terms of this Lease other than
            those in 13.1(a), (b) and (c), and default continues for fifteen
            (15) days after written notice (except if default cannot be
            completely cured within fifteen (15) days, it will not be an Event
            of Default if Tenant starts to cure within the fifteen (15) day
            period, and in good faith continually proceeds to remedy the
            default). Anything to the contrary notwithstanding, if the default
            existing under the Lease, other than those in 13.1 (a), (b) and (c),
            still exist after sixty (60) days, the Landlord shall pursue its
            remedies under the Lease; or

      (e)   If Tenant or any person who has guaranteed performance, files a
            voluntary petition in bankruptcy or is adjudicated a bankrupt or
            insolvent, or files a petition or answer seeking relief under any
            federal, state or other statute or regulation, or seeks or consents
            or acquiesces in the appointment of a trustee, receiver or
            liquidator of Tenant or guarantor, or of all or any substantial part
            of Tenant's properties or of the Premises or any or all rents,
            earnings, or income, or makes an assignment for the benefit of
            creditors, or admits in writing its inability to pay its debts
            generally as they become due; or

      (f)   If a petition is filed against Tenant, or any person who has
            guaranteed performance, seeking relief under any federal, state or
            other statute or regulation, which remains undismissed or unstayed
            for an aggregate of sixty (60) days (whether or not consecutive), or
            if a trustee, receiver or liquidator of Tenant or guarantor, or of
            all or any substantial part of its properties or of the Premises or
            any or all rents, or income is appointed without the consent or
            acquiescence of Tenant, or guarantor, and the appointment remains
            unvacated or unstayed for an aggregate of sixty (60) days (whether
            or not consecutive).

13.2 NOTICE; TERMINATION. Landlord at any time after the happening of an Event
of Default may declare an Event of Default by written notice to Tenant
specifying the Event(s) of Default. In the same or a later written notice
Landlord may elect that this Lease terminate at 5:00 p.m. on the date listed by
Landlord. The date will be at least five (5) days after the giving of the
termination notice (including the termination date). On the date in the notice,
subject to Paragraph 13.4, the Lease and all interests demised will terminate
and ail rights of the Tenant shall cease. The termination will not take place if
before the stated date and time:

      (i)   Tenant has paid all arrears of fixed minimum rent and additional
            rent and all other amounts payable by Tenant (together with interest
            pursuant to Paragraph 24.10), and as additional rent all expenses
            (including, without limitation, attorneys' fees and expenses)
            incurred by Landlord due to any default by Tenant (the
            "Arrearages"), and

      (ii)  All other defaults have been cured to the satisfaction of Landlord.

13.3 REPOSSESSION, RE-LETTING. After notice of an Event of Default, whether
before or after a termination as provided in Paragraph 13.2, Landlord, without
further notice and with no liability to Tenant, may repossess the Premises, by
summary proceedings, ejectment or otherwise, and may remove Tenant and all other
persons and any and all property from the Premises. After such repossession.
Landlord may (but is under no obligation to) re-let the Premises, any part
thereof, or the Premises with additional premises, on account of Tenant (until
Landlord makes demand for final damages), in Tenant's or Landlord's name,
without notice to Tenant, for a term (which may be more or less than the period
which would have been the balance of the term of this Lease) and on conditions
(including concessions, periods of rent-free use, or alterations) and for
purposes which Landlord determines and Landlord may receive the rents. Landlord
is not liable for failure to collect any rent due upon any such re-letting.

13.4 SURVIVAL OF TENANT'S OBLIGATIONS. Damages, No provisions in Paragraphs
13.1, 13.2 and 13.3 will relieve Tenant of its liability and obligations under
this Lease, all of which will survive. Landlord will not be deemed to accept a
surrender of Tenant's lease or otherwise discharge Tenant because Landlord takes
or accepts possession of the Premises or exercises control over them as
provided. Acceptance of surrender and discharge may be done only by an
instrument executed on behalf of Landlord by its duly authorized officer or
employee.

In the event of termination or repossession following an Event of Default,
Tenant will pay to Landlord the Arrearages up to the earlier of the date of
termination or repossession. Further Tenant, until the end of what would have
been the term of this Lease in the absence of termination and whether or not the
Premises or any part have been re-let is liable to Landlord for, and will pay to
Landlord as, liquidated and agreed "Current Damages" for Tenant's default:

      (a)   The Fixed Minimum Rent and all additional rent and other charges
            payable by Tenant or which would be payable if this Lease had not
            terminated, plus all Landlord's expenses in connection with any
            re-letting, including, without limitation, repossession costs,
            brokerage commission, legal expenses, attorney's fees, expenses of
            employees, alteration costs, and expenses of preparation for such
            re-letting. LESS

      (b)   The net proceeds, if any, of any re-letting on account of Tenant
            pursuant to Paragraph 13.3. If the Premises have been re-let with
            additional premises, the net proceeds, if any, of re-letting shall
            be prorated.

Tenant shall pay Current Damages to Landlord monthly on the days on which the
Fixed Minimum Rent would have been payable if the Lease were not terminated, and
Landlord is entitled to recover from Tenant each month.

After termination under Paragraph 13.2, whether or not Landlord has collected
Current Damages, Tenant will pay to Landlord, on demand, as liquidated and
agreed "Final Damages" for Tenant's default and in lieu of all Current Damages
beyond the date of demand, an amount equal to the present cash value on the date
of demand of the Fixed Minimum Rent and additional rent and other charges which
would have been payable from the date of demand for what would have been the
unexpired term of this Lease if it had not been terminated plus the Arrearages
to the earlier of the date of termination or repossession and Current Damages up
to the date of demand which remain unpaid.

If any statute or rule of law governing a proceeding in which Final Damages are
to be proved validly limits the amount to an amount less than that provided for.
Landlord is entitled to the maximum amount allowable under the statute or rule
of law. The discount rate of interest shall be as provided in Paragraph 24.10.

14. CONDEMNATION.

14.1 PERMANENT CONDEMNATION. If the Premises or any portion are taken under the
power of eminent domain, or sold under the threat of the exercise of the power
(both called "Condemnation"), this Lease will terminate as to the part taken as
of the first date the condemning authority takes either title or possession. If
the portion of the Premises taken is more than twenty five percent (25%) or
makes

                                     Page 7

<PAGE>

the balance unfit for Tenant's use. Tenant has the option to terminate this
Lease as of the date the condemning authority takes possession. The option will
be exercised in writing as follows:

      (a)   Within thirty (30) days after Landlord or the condemning authority
            has given Tenant written notice of the taking; or

      (b)   absent notice, within ten (10) days after the condemning authority
            has taken possession.

If Tenant does not terminate, this Lease will remain in full force and effect as
to the portion of the Premises remaining. The rent will be proportionately
reduced.

Any award for Condemnation is the Landlord's, whether the award is made as
compensation for diminution in value of the leasehold or for the taking of the
fee, or as severance damages. Tenant is entitled to any award for damage to
Tenant's trade fixtures and removable personal property and moving expenses. If
this Lease is not terminated, Landlord, to the extent of severance damages
received, will repair damage to the Premises caused by Condemnation except to
the extent that Tenant has been reimbursed by the condemning authority. Tenant
will pay any amount in excess of the severance damages required to complete the
repair.

14.2 TEMPORARY CONDEMNATION. Upon Condemnation of all or a part of the Premises
for temporary use, this Lease will continue without change or abatement in
Tenant's obligations, as between Landlord and Tenant. Tenant is entitled to the
award made for the use. If the Condemnation extends beyond the term of the
Lease, the award will be prorated between the Landlord and the Tenant as of the
expiration date of the term. The Tenant is responsible for the cost of any
restoration work required to place the Premises in the condition they were in
prior to Condemnation unless the release of the Premises occurs after
termination. In such case, Tenant will assign to the Landlord any claim it may
have against the condemning authority. If Tenant has received restoration funds,
it will give the funds to the Landlord within fifteen (15) days after demand.

15. FORCE MAJEURE. If Landlord's performance of any obligations under any
provision in this Lease is delayed by an act or neglect of Tenant, Act of God,
strike, labor dispute, unavailability of materials, boycott, governmental
restrictions, riots, insurrection, war, catastrophe, or act of the public enemy,
the period for the beginning or completion of the obligation is extended for a
period equal to the delay.

16. SUBORDINATION. This Lease, at Landlord's option, will be subordinate to any
form of security now or later placed on the Property and to all advances made on
the security and to all renewals, modifications, consolidations, replacements
and extensions. Tenant's right to quiet possession of the Premises will not be
disturbed if Tenant is not in default under this Lease, unless it is otherwise
terminated under the terms. If any mortgagee, trustee or ground lessor elects to
have this Lease prior to the lien of its security, and gives written notice to
Tenant, the Lease will be deemed prior to the security, whether dated before or
after the date of the security, or the recording date. Tenant agrees to execute
any required documents, and Tenant irrevocably appoints Landlord as Tenant's
attorney-in-fact to do so if Tenant fails to so execute within ten (10) days
after written demand.

17. ESTOPPEL CERTIFICATE. Tenant, after not less than ten (10) days prior
written notice from Landlord, will deliver to Landlord a written statement (i)
certifying that this Lease is unmodified and in full force and effect (or, if
modified, stating the nature of the modification and certifying that this Lease,
as so modified, is in full force and effect) and the date to which the rent and
other charges are paid in advance, if any, (ii) stating the amount of the
security deposit, if any, held by Landlord, and (iii) acknowledge that there are
not, to Tenant's knowledge, any uncured defaults on the part of Landlord, or
stating any claimed defaults. The statement may be relied upon by any
prospective purchaser or lender of the Premises.

Tenant's failure to deliver the statement within said time will be conclusive
upon Tenant (i) that this Lease is in full force and effect, without
modification except as may be represented by Landlord, (ii) that any security
deposit is as represented by Landlord, (iii) that there are no uncured defaults
in Landlord's performance, and (iv) that not more than one (1) month's rent has
been paid in advance.

If Landlord desires to sell or finance or refinance all or part of the Premises,
Tenant agrees to deliver to any proposed purchaser or lender named by Landlord
all financial statements of Tenant as may be reasonably required by the proposed
purchaser or lender. The statements will include the past three (3) years'
financial statements of Tenant. All financial statements will be received by
Landlord in confidence and will be used only for these purposes.

18. CORPORATE AUTHORITY. If Tenant is a corporation, each individual executing
this Lease on behalf of the corporation represents and warrants that he is duly
authorized to execute and deliver this Lease on behalf of the corporation, in
accordance with a duly adopted resolution of the Board of Directors of the
corporation, or in accordance with the bylaws of the corporation, and that this
Lease is binding upon the corporation.

19. NOTICES. All notices required or permitted under this Lease shall be in
writing and shall be deemed duly given if sent by United States certified or
registered mail, return receipt requested, or by Federal Express or other major
overnight courier that provides evidence of delivery, addressed to Landlord or
Tenant, respectively, at the addresses provided in the Information Schedule.

Either party by notice as provided above may change the address for notices
and/or payment of rent.

20. BROKER'S FEE. Landlord and Tenant represent and warrant to each other that
except as listed in the Information Schedule, no broker, agent or finder has
been employed by it in connection with this Lease and no commissions are payable
by it to any person. Tenant and Landlord each agree to indemnify, defend and
save harmless the other from any expenses of claim for fees or commissions
resulting from the indemnifying party having dealt with any broker, agent or
finder in negotiating this Lease. Landlord and Tenant acknowledge that the
brokers) in this transaction are as listed in the Information Schedule and that
payments of commissions will be made by Landlord in accordance with a separate
agreement between Landlord and the specified brokers. Tenant represents it did
not deal with any other broker, agent or finder purporting to represent
Landlord.

21. LANDLORD'S ACCESS. Landlord and Landlord's agents have the right to enter
the Premises upon providing twenty four (24) hours notice at reasonable times
for the purpose of inspecting, showing the Premises to prospective purchasers,
tenants, lenders, and making alterations, repairs, improvements or additions to
the Premises or to the Building that Landlord deems necessary or desirable.
Landlord may place any ordinary "For Sale" or "For Lease" signs on the Premises
or the Building, without rebate of rent liability.

                                     Page 8

<PAGE>

22. LANDLORD'S LIABILITY. The term "Landlord" means only the owner or owners of
the fee title at the time in question. If the Landlord (or the then grantor)
transfers any title or interest, from and after the date of transfer the
Landlord (or the then grantor) is relieved of all liability for Landlord's
obligations. Any Security Deposit not delivered to the grantee is excepted.
Landlord's obligations under this Lease shall thereafter be binding on
Landlord's successors and assigns. Tenant agrees to attorn to any transferee or
lender of Landlord.

23. LANDLORD'S RIGHT. If Tenant fails to make any required payment or defaults
in performing any other term in this Lease, Landlord may, but need not (and
without waiving the default), make such payment or remedy other defaults for
Tenants account and at Tenant's expense, immediately and without notice in case
of emergency, otherwise on five (5) days written notice to Tenant. The costs,
with interest under Article 24.10, and with charge equaling fifteen percent
(15%) of the cost (to cover Landlord's overhead), is due as additional rent with
Tenant's next fixed minimum rent installment.

24. MISCELLANEOUS.

24.1 TIME OF ESSENCE. Time is of the essence under this Lease.

24.2 COVENANTS AND CONDITIONS. Each provision of this Lease performable by
Tenant is both a covenant and a condition.

24.3 CAPTIONS. Article and paragraph captions are only for convenience.

24.4 INCORPORATION OF PRIOR AGREEMENTS, AMENDMENTS. This Lease contains all
agreements of the parties with respect to any matter mentioned. No prior
agreement or understanding is effective after execution of this Lease. This
Lease may be modified in writing only, signed by the parties. The exhibits
listed on the Information Schedule and attached to this Lease are part of this
Lease as fully as if placed in the body of the Lease.

24.5 CUMULATIVE REMEDIES. No remedy or election is exclusive but, wherever
possible, is cumulative with all other remedies at law or in equity.

24.6 SEVERABILITY. The invalidity of any provision of this Lease, as determined
by a court of competent jurisdiction, shall not affect the validity of any other
provision. The valid portions of the Lease shall be interpreted together to
accomplish the intent of the parties.

24.7 MERGER. The voluntary or other surrender by Tenant or a mutual cancellation
will work a merger, and at Landlord's option, will terminate existing
subtenancies or operate as an assignment of subtenancies.

24.8 HOLDING OVER. If Tenant retains possession after the Lease Term expires,
without the written consent of Landlord, the occupancy will be a tenancy from
month-to-month at a rent in the amount of one and one-half (1 1/2) times the
last fixed minimum rent plus all additional rent and other charges payable, and
upon all other terms contained herein. Any options (i.e., renewal, expansion)
and rights of first refusal contained in the Lease are terminated in the event
of a holdover tenancy.

24.9 WAIVERS. Waiver by Landlord of any provision is not a waiver of any other
provision or of any subsequent breach by Tenant of the same or any other
provision. Landlord's consent or approval of any act will not make it
unnecessary to obtain Landlord's consent or approval in the future. The
acceptance of rent by Landlord is not a waiver of any breach by Tenant other
than a failure of Tenant to pay the particular rent accepted, regardless of
whether Landlord knows of such a breach.

24.10 INTEREST ON PAST-DUE OBLIGATIONS. Any amount due to Landlord not paid when
due will bear interest from the date due at the prime lending rate in effect
from time to time at the Chase Manhattan Bank, N.A. in New York City or the
highest rate of interest payable under the law, whichever is lower. Payment of
interest will not cure any default by Tenant under this Lease except as
expressly provided.

24.11 ATTORNEY FEES. If either party brings an action regarding terms or rights
under this Lease, the prevailing party in any action, on trial or appeal, is
entitled to reasonable attorneys' fees as fixed by the court to be paid by the
losing party. The term "attorney's fees" shall include, but is not limited to,
reasonable attorney's fees incurred in any and all judicial, bankruptcy,
reorganization, administrative or other proceedings, including appellate
proceedings, whether the proceedings arise before or after entry of a final
judgment and all costs and disbursements in connection with the matter.

24.12 WAIVER OF JURY TRIAL. Landlord and Tenant each waive trial by jury in any
action, proceeding, or counterclaim brought by either of the parties to this
Lease against the others on any matter whatsoever arising out of or in any way
connected with this Lease or its termination, the relationship of Landlord and
Tenant, Tenant's use or occupancy of the Premises, and/or any claim of injury or
damage and any emergency statutory or any other statutory remedy.

24.13 RECORDING. Tenant will not record this Lease without Landlord's written
consent. Any recordation, at Landlord's option, will constitute a non-curable
default of Tenant.

24.14 SIGNS AND AUCTIONS. Tenant shall not place any sign upon or conduct any
auction on the Premises without Landlord's prior written consent. The signage
shall be consistent with that which is standard throughout the Park; i.e., white
lettering, and shall not negatively affect the appearance of the Park or
Building.

24.15 SECURITY. Tenant acknowledges that the rents reserved in this Lease do not
include the cost of security guards or other security measures, and that
Landlord has no obligation to provide such services. Tenant assumes all
responsibility for the protection of Tenant, its agents, employees and invitees
from acts of third parties.

24.16 LANDLORD AGREES TO REMOVE THIS RELOCATION OF TENANT CLAUSE SUBJECT TO
VERIFICATION BY LANDLORD THAT TENANT SHALL BE FUNDING $350,000.00 IN
IMPROVEMENTS TO THE PREMISES.

24.17 EASEMENTS AND RESTRICTIVE COVENANTS. Landlord reserves the right to grant
and record easements, cross easements, rights, restrictive covenants and
conditions and dedications which it deems necessary or desirable. The grants
will not unreasonably interfere with

                                     Page 9

<PAGE>

Tenant's use of the Premises. Tenant agrees to promptly execute documents
requested by Landlord. Failure to execute will be a material breach under this
Lease.

24.18 RULES AND REGULATIONS. Tenant will comply with Landlord's rules and
regulations respecting the Industrial Park. Notice of the rules and regulations
will be posted or given to Tenant. (See attached Exhibit "E".)

24.19 BINDING EFFECT; CHOICE OF LAW. Subject to provisions restricting
assignments or subletting and to the provisions of Paragraph 22, this Lease will
bind the parties, their personal representatives, successors and assigns. This
Lease shall be governed by the laws of the state in which the Premises are
located.

24.20 ABSENCE OF OPTION. The submission of this Lease for examination does not
constitute a reservation of/or an option for the Premises and this Lease becomes
effective only upon execution by Landlord.

24.21 EXCULPATION. This Lease is executed by certain employees of The State
Teachers Retirement System of Ohio, not individually, but solely on behalf of
Landlord, the authorized nominee and agent for The State Teachers Retirement
Board of Ohio ("STRBO"). In consideration for entering into this Lease, Tenant
hereby waives any rights to bring a cause of action against the individuals
executing this Lease on behalf of Landlord (except for any cause of action based
upon lack of authority or fraud), and all persons dealing with Landlord must
look solely to Landlord's assets for the enforcement of any claim against
Landlord, and the obligations hereunder are not binding upon, nor shall resort
be had to the private property of any of the trustees, officers, directors,
employees or agents of STRBO.

Both parties acknowledge that they have reviewed this Lease thoroughly and have
given their voluntary consent to the provisions. The Landlord and Tenant agree
that, at execution, the terms are commercially reasonable and show the intent of
the parties.

      The parties hereto have executed this Lease on the dates specified below.

                               LANDLORD: OTR, AN OHIO GENERAL PARTNERSHIP,
                               ACTING AS THE DULY AUTHORIZED NOMINEE OF THE
                               BOARD OF THE STATE TEACHERS RETIREMENT SYSTEM OF
                               OHIO ("STRBO")

                               By: /s/ Matthew J. Vulanich
                                   ---------------------------------------------
                               Name: Matthew J. Vulanich
                               Title: Authorized Agent
                               on 12-1-04

                               TENANT: STEEL CLOUD, INC., A VIRGINIA CORPORATION

                               By: /s/ Kevin Murphy
                                   ---------------------------------------------
                               Name: Kevin Murphy
                               Title: CFO
                               on_______________________________________________

                               Social Security #:_______________________________

                               Home Address:____________________________________

                              __________________________________________________

                              __________________________________________________

                                    Page 10

<PAGE>

                                ADDENDUM TO LEASE

      ADDENDUM TO LEASE dated November 5, 2004, between OTR, an Ohio general
partnership ("Landlord"), acting as the duly authorized nominee of the BOARD OF
THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO ("STRBO") and STEEL CLOUD, INC., a
Virginia corporation ("Tenant"), for the Premises known as 13960-13964 Park
Center Road, Renaissance Park at Dulles (Building 8, Bays 3-5), Herndon,
Virginia 20171.

      1 PRE-OCCUPANCY: Upon full execution of the Lease, and provided Tenant is
not in default under any of the terms of the Lease to which this Addendum is
attached, Landlord agrees that, upon receipt of Tenant's first month's rent and
security deposit, and provided Tenant has presented to Landlord a Certificate of
Insurance satisfactory to Landlord, Tenant may occupy the Premises effective
November 15, 2004, for the purpose of performing Tenant's Work prior to becoming
liable for the payment of Minimum Annual Rent, which shall commence on February
1, 2005, as set forth by the Commencement Date Agreement.

      (a) Landlord will allow the Tenant to have furniture and/or other personal
property delivered and placed at the Premises before possession, however, the
Landlord will assume no responsibility whatsoever for the loss or damage, and
such property shall be placed there at the sole risk of the Tenant.

      (b) Tenant agrees to have all utilities registered in its name and shall
pay all utilities for the entire Premises, per the Lease.

      (c) Tenant accepts the Premises in its present condition, and shall be
responsible for the maintenance of all appliances and equipment in the Premises,
per the Lease.

      (d) Tenant further warrants that it will commit no act of damage,
knowingly or unknowingly, which may tend to detract from or devalue the market
value of said Premises. All work to be approved by Landlord, per Section 7.5 of
the Lease.

      (e) Tenant shall protect, defend, indemnify and hold Landlord, its
officers, directors, employees and agents harmless from and against all losses,
liabilities, obligations, penalties, claims, litigation, demands, defenses,
costs, judgments, suits, disbursements or expenses of any kind or nature
whatsoever (including attorney's fees and expenses) which may at any time be
imposed upon, incurred by, or asserted or awarded against Landlord in connection
with the construction or completion of any improvements in the Premises.

      This Addendum to Lease is executed by certain employees of The State
Teachers Retirement System of Ohio, not individually, but solely on behalf of
Landlord, the authorized nominee and agent for the Board of the State Teachers
Retirement System of Ohio ("STRBO"). In consideration for entering into this
Addendum to Lease, Tenant hereby waives any rights to bring a cause of action
against the individuals executing this Addendum to Lease on behalf of Landlord
(except for any cause of action based upon lack of authority or fraud), and all
persons dealing with Landlord must look solely to Landlord's assets for the
enforcement of any claim against Landlord, and the obligations hereunder are not
binding upon, nor shall resort be had to the private property of any of the
trustees, officers, directors, employees or agents of STRBO.

                               LANDLORD: OTR, AN OHIO GENERAL PARTNERSHIP,
                               ACTING AS THE DULY AUTHORIZED NOMINEE OF THE
                               BOARD OF THE STATE TEACHERS RETIREMENT SYSTEM OF
                               OHIO ("STRBO")

                               By: /s/ Matthew J. Vulanich
                                   ---------------------------------------------
                               Name: Matthew J. Vulanich
                               Title: Authorized Agent

                               TENANT: STEEL CLOUD, INC., A VIRGINIA CORPORATION

                               By: /s/ Kevin Murphy
                                   ---------------------------------------------
                               Name: Kevin Murphy
                               Title: CFO

                                    Page 11

<PAGE>

                               LEASE AMENDMENT #1

      THIS AGREEMENT is made and executed the 28th day of March, 2005, by and
between OTR, an Ohio general partnership, hereinafter referred to as Landlord,
acting as the duly authorized nominee of the BOARD OF THE STATE TEACHERS
RETIREMENT SYSTEM OF OHIO ("STRBO"), and STEEL CLOUD, INC., a Virginia
corporation, hereinafter referred to as Tenant.

      WHEREAS, Landlord did lease to Tenant by that certain Lease dated November
5, 2004, the Premises known as 139630-13964 Park Center Road, Renaissance Park
at Dulles (Building 8, Bays 3-5), Herndon, Virginia 20171, hereinafter referred
to as the Premises, for a term that expires on August 31, 2009.

      WHEREAS, Landlord and Tenant are mutually desirous of extending the Lease
in accordance with the terms and conditions herein set forth.

      NOW THEREFORE, WITNESSETH, that in view of the foregoing and valuable
consideration received by the parties hereto, it is agreed as follows:

      1. TERM: Landlord does hereby extend the term of the Lease, for a period
of five (5) years, commencing September 1, 2009 and expiring August 31, 2014.

      2. BASE RENT: Tenant agrees to pay Landlord a base rental for the Premises
during the term of this Lease Amendment as follows, said rental due in advance
on the first day of each and every month during said term. The base monthly
rental shall be subject to an annual increase commencing with the second year of
the term, such increase to be four percent (4%) of the base annual rental in
effect immediately prior to such increases.

<TABLE>
<CAPTION>
PERIOD COVERED       BASE MONTHLY RENTAL      BASE ANNUAL RENTAL
--------------       -------------------      ------------------
<S>                  <C>                      <C>
9/1/09-8/31/10           $22,733.17              $272,797.95
9/1/10-8/31/11           $23,642.49              $283,709.87
9/1/11-8/31/12           $24,588.19              $295,058.27
9/1/12-8/31/13           $25,571.72              $306,860.60
9/1/13-8/31/14           $26,594.59              $319,135.03
</TABLE>

The base rental adjustment herein contemplated shall not diminish or lessen
Tenant's continuing obligation to pay all applicable additional rentals in force
at the time of this instant agreement.

      3. LANDLORD IMPROVEMENTS: Landlord shall provide a Tenant Improvement
Allowance in the amount of Six Thousand and 00/100ths Dollars ($6,000.000) to be
utilized towards the replacement of the warehouse heating units. The Tenant
Improvement Allowance shall be funded by Landlord within thirty (30) days
following receipt of paid invoices and release of lien documentation for the
completed work. Except as provided for herein, Tenant accepts the Premises in
its "as is" condition.

      4. CONTINGENCY: The extension of the Lease set forth herein is contingent
upon Tenant completing the improvements as outlined on the attached
architectural plan. Should Tenant fail to complete the improvements, the
extension of the Lease as set forth herein shall become null and void.

      5. ADDITIONAL RENTALS: The provisions of Paragraph 5 of the Lease shall be
interpreted with regard to this Lease Amendment to mean that Tenant shall pay to
Landlord its pro-rata share of any increase in real estate taxes, etc., which
may be levied during the term of this Lease Amendment, i.e., there shall be no
hiatus between the obligations to pay such tax increases under the terms of the
Lease and those of this Lease Amendment.

<PAGE>

LEASE AMENDMENT #1
Steel Cloud, Inc.
March____, 2005
Page 2

      6. EXCULPATION. This Agreement is executed by certain employees of The
State Teachers Retirement System of Ohio, not individually, but solely on behalf
of Landlord, the authorized nominee and agent for The State Teachers Retirement
Board of Ohio ("STRBO"). In consideration for entering into this Agreement,
Tenant hereby waives any rights to bring a cause of action against the
individuals executing this Agreement on behalf of Landlord (except for any cause
of action based upon lack of authority or fraud), and all persons dealing with
Landlord must look solely to Landlord's assets for the enforcement of any claim
against Landlord, and the obligations hereunder are not binding upon, nor shall
resort be had to the private property of any of the trustees, officers,
directors, employees or agents of STRBO.

      Except as specifically herein set forth, all other terms and conditions of
the Lease, as amended and extended, shall remain in full force and effect,
unmodified.

      IN WITNESS WHEREOF, Landlord and Tenant have signed this Lease Amendment
effective the day and year first hereinabove set forth.

LANDLORD: OTR, AN OHIO GENERAL PARTNERSHIP ACTING AS THE DULY AUTHORIZED NOMINEE
          OF THE BOARD OF THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO ("STRBO")

By: /s/ Matthew J. Vulanich
    ----------------------------------
Name: Matthew J. Vulanich
Title: Authorized Agent

TENANT: STEEL CLOUD, INC., A VIRGINIA CORPORATION

By: /s/ Kevin Murphy
    ----------------------------------
Name: KEVIN MURPHY
Title: CFO