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                                                                    Exhibit 10.5


                                 LEASE AGREEMENT

                                 BY AND BETWEEN

                         BAYSHORE PROPERTY CORPORATION

                                  ("Landlord")

                                      AND

                        TELECOMMUNICATION SYSTEMS, INC.

                                   ("Tenant")
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                                  LEASE INDEX

                                    INDEPENDENT ORDER OF FORESTERS APPROVED FORM

NO.              ITEM                                            PAGE
---              ----                                            ----

1.               DEFINITIONS ...............................      1
2.               PREMISES AND TERM .........................      1
3.               RENT ......................................      2
4.               CONSUMER PRICE ADJUSTMENT .................      2
5.               OPERATING EXPENSE ADJUSTMENT ..............      2
6.               USE OF PREMISES ...........................      3
7.               ASSIGNMENT AND SUBLETTING .................      3
8.               ACCESS TO PREMISES ........................      4
9.               LANDLORD'S SERVICES .......................      4
10.              ELECTRICAL OVERLOAD; STRUCTURAL OVERLOAD ..      5
11.              PARKING AREAS .............................      5
12.              LEASEHOLD IMPROVEMENTS ....................      5
13.              REPAIRS AND MAINTENANCE ...................      6
14.              ALTERATIONS AND IMPROVEMENTS ..............      6
15.              INDEMNITY .................................      6
16.              DAMAGE BY FIRE OR THE ELEMENTS ............      7
17.              BUILDING RULES AND REGULATIONS ............      7
18.              EMINENT DOMAIN ............................      7
19.              SIGNS AND ADVERTISING .....................      7
20.              TENANT'S DEFAULT ..........................      8
21.              CONTRACTUAL LANDLORD'S LIEN ...............      9
22.              SUBORDINATION .............................      10
23.              QUIET ENJOYMENT ...........................      10
24.              SECURITY DEPOSIT ..........................      10
25.              MECHANIC'S LIENS ..........................      10
26.              FORCE MAJEURE .............................      11
27.              SEVERABILITY ..............................      11
28.              HOLDING OVER ..............................      11
29.              RELOCATION ................................      11
30.              RENT A SEPARATE COVENANT ..................      11
31.              JOINT AND SEVERAL LIABILITY ...............      11
32.              ABSENCE OF OPTION .........................      12
33.              CORPORATE TENANCY .........................      12
34.              BROKERAGE COMMISSION ......................      12
35.              LANDLORD'S DEFAULT ........................      12
36.              NOTICES ...................................      12
37.              INSURANCE .................................      13
38.              RECORDING .................................      13
39.              STATUTORILY MANDATED NOTIFICATION .........      13
40.              NON-DISCLOSURE ............................      13
41.              HAZARDOUS MATERIALS .......................      14
42.              AMENDMENTS ................................      14
                 SIGNATURE PAGE ............................      16
                 EXHIBIT(S)
                 BUILDING RULES AND REGULATIONS



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                                     LEASE

                                    Independent Order of Foresters Approved Form

         THIS LEASE AGREEMENT ("Lease") is made this 14th day of September,
1994, between the "Landlord" and the "Tenant" hereafter set forth.

                                  WITNESSETH:

1.       DEFINITIONS

         (a) "Landlord":               Bayshore Property Corp.

              Address:                 2909 Bay to Bay Blvd.
                                       Suite 107
                                       Tampa, Florida 33627

         (b)  "Tenant":                Maryland TeleCommunication Systems, Inc.

              Address:                 275 West Street, Suite 400
                                       Annapolis, Maryland 21401


         (c)  "Premises": Suite No. 500 consisting of approximately 4,736 square
              feet of net rentable area (which the parties agree are contained
              in the Premises), as outlined in red on the attached Exhibit "A"
              expressly made a part hereof. The Premises are located on the 5th
              floor of the structure, hereinafter called the "Building," located
              at 2909 Bay to Bay Boulevard, Tampa, Florida 33629

         (d)  "Use of Premises": Design System Analysis.

         (e)  "Commencement Date": The later of January 1, 1995 ("the
              anticipated Commencement Date"), or the date Landlord can deliver
              to Tenant possession of the Premises.

         (f)  "Term": Not less than Thirty Six (36) months commencing on the
              Commencement Date, this Lease to end on the last day of the thirty
              sixth (36th) calendar mouth after the Commencement Date.

         (g)  "Rent": The sum of four thousand seven hundred thirty six and
              00/100 DOLLARS ($4,736.00) per month as defined in Item 3. Rent
              and all other sums payable by Tenant to Landlord under this Lease,
              plus any applicable tax, shall be paid to Landlord, without
              demand, deduction or offset, at its office presently located at
              2909 Bay to Bay Boulevard, Suite 107, Tampa Florida 33629, or at
              such other place as Landlord may hereafter, specify in writing.

         (h)  "Security Deposit": The sum of four thousand four hundred eleven
              and 00/100 DOLLARS ($4,736.00). "CURRENT BALANCE IS $1,404.50,WITH
              BALANCE OF $3,331.50 TO BE PAID UPON EXECUTION OF THIS LEASE
              DOCUMENT.

         (i)  "Operating Expense Base": $ N/A per rentable square foot of
              Premises per annum. * INCLUDED IN RENTAL RATE

         (j)  "Proportionate Share": The rentable area in the Premises ( N/A
              square feet) divided by the rentable area in the Building ( N/A
              square feet) which equals N/A percent. If the size of the Premises
              is for any reason adjusted, Tenant's Proportionate share shall be
              likewise adjusted accordingly.

         2.   PREMISES AND TERM. Landlord, in consideration of the Rent
              hereinafter reserved to be paid and of the covenants, conditions
              and agreements to be kept and performed by Tenant, hereby leases,
              lets and demises to Tenant, and Tenant hereby leases and hires
              from Landlord, that certain space called the Premises as described
              above in Item 1, Section (c).

         If Landlord, for any reason whatsoever, cannot deliver possession of
the Premises to Tenant on or before the anticipated Commencement Date, this
Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for
any loss or damage resulting therefrom, but, in that event, there shall be an
abatement of Rent covering the period between the anticipated Commencement Date
and the time when Landlord can deliver possession, the date when Landlord can
deliver possession being deemed to be the "Commencement Date" (Commencement
Date). The ending date of this Lease shall be extended for not less than an
identical period of time that transpired between the anticipated Commencement
Date and the date Landlord delivered possession





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(Commencement Date), it being the parties' intent that this Lease have not less
than a complete term as described and contemplated in Item 1, Section (f) above.
To this end, if the actual Commencement Date is a day other than the first day
of a particular month, the term of the Lease shall not expire until the last day
of the last month of the proposed term as described in Item 1, Section (f). If
the Commencement Date is other than the anticipated Commencement Date, the
parties' representatives shall execute a letter amendment to this Lease (which
they are hereby authorized to do) whereby the Commencement Date and expiration
date of this Lease will be specified. By occupying the Premises, Tenant shall be
conclusively deemed to have accepted the Premises as complying fully with
Landlord's covenants and obligations.

3. RENT. Tenant covenants and agrees to pay, without demand, deduction or
offset, to Landlord Rent and Additional Rent for the Premises as described above
in Item 1, Section (g), on or before the first (1st) day of the first (1st) full
calendar month of the term hereof and on or before the first (1st) day of each
and every successive calendar mouth thereafter during the full term of this
Lease, subject to the adjustments as provided hereinafter, along with any
applicable tax, at the then current rate. In the event the Commencement Date
occurs on a day other than the first (1st) day of a calendar month, the first
Rent payment shall be in the amount of the Rent for one (1) full calendar mouth
plus the prorated Rent for the calendar month in which the term of this Lease
commences, such payment to be due on the Commencement Date.

Whenever under the terms of this Lease any sum of money is required to be paid
by Tenant in addition to the Rent herein reserved, whether or not such sum is
herein described as "Additional Rent" or a provision is made for the collection
of said sum as "Additional Rent", said sum shall nevertheless, at Landlord's
option, if not paid when due, be deemed Additional Rent, and shall be
collectible as such with the first installment of Rent thereafter falling due
hereunder. In the event any installment or increment of Rent or Additional Rent
payable under this Lease shall not be paid when due, a "late charge" of five
percent (5%) of the amount overdue may be charged (as Additional Rent) by
Landlord for the purpose of defraying the expense incident to handling such
overdue payment and for the purpose of compensating Landlord for its attendant
loss of cash flow.



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                                  RENT SCHEDULE

11/01/95-10/31/96             $10.50 psf           $4,144.00 per mouth
11/01/96-10/31/97             $11.00 psf           $4,341.33 per month

The above referenced rental rates shall be subject to applicable Florida States
Sales Tax.

                                       2A
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         6. USE OF PREMISES. The Premises shall be used by Tenant as described
above in Item 1, Section (d), and for no other purpose without the prior written
discretionary consent of Landlord. Tenant shall not do or permit to be done in
or about the Premises, nor bring or keep or permit to be brought or kept
therein, anything which is prohibited by or will in any way conflict with any
law, statute, ordinance or governmental rule or regulation now in force or which
may hereafter be enacted or promulgated, or which is prohibited by any standard
form of fire insurance policy or will in any way increase the existing rate of
or affect any fire or other insurance upon the Building or any of its contents,
or cause a cancellation of any insurance policy covering the Building or any
part thereof or any of its contents. Tenant shall not do or permit anything to
be done in or about the Premises which will in any way obstruct or interfere
with the rights of other tenants of the Building, or injure or annoy them or use
or allow to be used the Premises for any improper, immoral, unlawful or
objectionable purpose (as determined by Landlord); nor shall Tenant cause,
maintain, or permit any nuisance (as determined by Landlord or by law) in or
about the Premises or commit or suffer to be committed any waste in, on, or
about the Premises. Tenant, at Tenant's expense, shall comply with all laws,
rules, orders, statutes, ordinances, directions, regulations and requirements of
all federal, state, county and municipal authorities pertaining to Tenant's use
of the Premises and with the recorded covenants, conditions and restrictions
pertaining thereto, regardless of when they become effective or applicable,
including, without limitation, all applicable federal, state and local laws,
regulations or ordinances pertaining to air and water quality, hazardous
materials, waste disposal, air emissions and other environmental matters, all
zoning and other land use matters, and with any direction of any public officer
or officials which shall impose any duty upon Landlord or Tenant with respect to
the use or occupation of the Premises.

         7. ASSIGNMENT AND SUBLETTING. Tenant shall not assign the right of
occupancy under this Lease, or any other interest therein, or sublet the
Premises, or any portion thereof, without the prior written consent of Landlord,
which the parties agree may be withheld at Landlord's sole discretion. Tenant
absolutely shall have no right of assignment or subletting if it is or has ever
been in default of this Lease. Should Landlord elect to grant its written
consent to any proposed assignment or sublease (whether by Tenant or by others
claiming by or through Tenant), Tenant or such others agree to pay Landlord an
administrative fee in a reasonable amount (but not less than $150.00), plus
attorney's fees to process and approve such assignment or sublease, and Landlord
may




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prescribe the substance and form of such assignment or sublease.

         Notwithstanding any assignment of the Lease, or the subletting of the
Premises, or any portion thereof, Tenant shall continue to be fully liable for
the performance of the terms, conditions and covenants of this Lease, including,
but not limited to, the payment of Rent and Additional Rent. Consent by Landlord
to one or more assignments or subletting shall not operate as a waiver of
Landlord's rights as to any subsequent assignments or subletting. Landlord shall
have the additional option, which shall be exercised by providing Tenant with
written notice, of terminating Tenant's rights and obligations under this Lease
rather than permitting any assignment or subletting by Tenant, any statement or
implication in this Lease or at law to the contrary notwithstanding.

         Should Landlord permit any assignment or subletting by Tenant and
should the monies received as a result of such assignment or subletting (when
compared to the monies still payable by Tenant to Landlord) be greater than
would have been received hereunder had not Landlord permitted such assignment or
subletting, then the excess shall be payable by Tenant to Landlord, it being the
parties' intention that Landlord, and not Tenant, in consideration for
Landlord's permitting such assignment or subletting, shall be the party to
receive any profit from any such assignment or subletting. If there are one or
more assignments or subletting by Tenant to which Landlord consents, then any
and all renewal options to be exercised subsequent to the date of such
assignment or subletting and all options to lease additional space in the
Building to be exercised subsequent to the date of such assignment or subletting
are absolutely waived and terminated at Landlord's sole discretion. In the event
of the transfer and assignment by Landlord of its interest in this Lease and/or
sale of the Building containing the Premises, either of which it may do at its
sole option, Landlord shall thereby be released from any further obligations
hereunder, and Tenant agrees to look solely to such successor in interest of
Landlord for performance of such obligations. The provisions of Item 36
hereafter dealing with "Notices" shall be amended to provide the correct names
and addresses of the assignee or sublessee. If Tenant is a corporation whose
stock is not regularly traded on a bonafide public exchange, and if any
transfer, sale, pledge or other disposition of the common stock shall occur
which changes the power to vote the majority of the outstanding capital stock of
the company, such action shall be considered an assignment under the terms of
this Lease. Any breach of this Item 7 by Tenant will constitute an automatic
default under the terms of this Lease, per Item 20 hereof.

         8. ACCESS TO PREMISES. Landlord or its authorized agent or agents shall
have the right to enter upon the Premises at all reasonable times for the
purposes of inspecting the same, preventing waste, making such repairs as
Landlord way consider and showing the Premises to prospective tenants,
mortgagees and/or purchasers, If during the last month of the term, Tenant shall
have removed all or substantially all of Tenant's property therefrom, Landlord
may immediately enter and alter, renovate and redecorate the Premises without
elimination or abatement of Rent or incurring liability to Tenant for any
compensation or offsets in Rent and charges owed and such acts shall have no
effect upon this Lease.

         9. LANDLORD'S SERVICES. Landlord shall, at its expense, furnish the
Premises with (i) electricity subject to Item 10 of this Lease; (ii) heat and
air-conditioning during reasonable and usual business hours (exclusive of
Saturdays, Sundays and holidays) reasonably required for the occupation of the
Premises, such heat and air-conditioning to be provided by utilizing the
existing Building systems, it being expressly understood and agreed by the
parties that Landlord specifically shall not be liable for any losses or damages
of any nature whatsoever incurred by Tenant due to any failure of the equipment
to function properly, or while it is being repaired, or due to any governmental
laws, regulations or restrictions pertaining to the furnishing or use of such
heat and air-conditioning; (iii) elevator service; (iv) lighting replacement for
Building Standard lights; (v) toilet room supplies; (vi) daily janitor service
during the time and in the manner that such janitor service is customarily
furnished in first class office buildings in the metropolitan area where the
Building is located; (vii) water; and (viii) sewerage. The foregoing services
are designated "Building Standard."

         Tenant agrees that Landlord is only responsible for Building Standard
maintenance and Building Standard services. If other, more complete or special
services and maintenance (over Building Standard) are required, then Tenant
solely shall be and is responsible for same and for any expenses and costs of
any nature whatsoever associated with same. To this end, Tenant is and shall be
solely responsible for any expenses and costs of any nature whatsoever
associated with, among other things, maintaining upgraded tenant improvements in
the Premises, replacing non-Building Standard lighting fixtures and bulbs in the
Premises, servicing, operating and maintaining any separate and non-



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Building Standard HVAC systems and facilities serving the Premises, etc.

         Landlord shall not be liable for any damages directly or indirectly or
consequentially resulting from, nor shall any Rent herein set forth be reduced
or abated by reason of, (1) installation, use, or interruption of use of any
equipment in connection with the furnishing of any of the foregoing services, or
(2) failure to furnish, or delay in furnishing, any such services when such
failure or delay is caused by accident or any condition beyond the reasonable
control of Landlord or by the making of necessary repairs or improvements to the
Premises or to the Building or because of any governmental laws, regulations or
restrictions. The temporary failure to furnish any such services shall not be
construed as an eviction of Tenant or relieve Tenant from the duty of observing
and performing any and all of the provisions of this Lease.

         10. ELECTRICAL OVERLOAD: STRUCTURAL OVERLOAD.

             A.   Tenant's use of electrical services furnished by Landlord
shall be subject to the following:

                  (1)      Tenant's electrical equipment shall be restricted to
                           that equipment which individually does not have a
                           rated capacity greater than .5 kilowatts per hour
                           and/or require voltage other than 120/208 volts,
                           single phase. Collectively, Tenant's equipment shall
                           not have an electrical design load greater than an
                           average of 3 Watts per square foot (including
                           overhead lighting).

                  (2)      Tenant's overhead lighting shall not have a design
                           load greater than an average of 2 watts per square
                           foot.

                  (3)      If Tenant's consumption of electrical services
                           exceeds either the rated capacities and/or design
                           loads as per subsections (1) and (2) above, then
                           Tenant shall remove such equipment and/or lighting to
                           achieve compliance within ten (10) days after
                           receiving notice from Landlord. Or upon receiving
                           Landlord's prior written approval, such equipment
                           and/or lighting may remain in the Premises, subject
                           to the following:

                           (a)      Tenant shall pay for all costs of
                                    installation and maintenance of submeter,
                                    wiring, air-conditioning and other items
                                    required by Landlord, in Landlord's
                                    discretion, to accommodate Tenant's excess
                                    design loads and capacities;

                           (b)      Tenant shall pay to Landlord, upon demand,
                                    the cost of the excess demand and
                                    consumption of electrical service at rates
                                    determined by Landlord which shall be in
                                    accordance with any applicable laws;

                           (c)      Landlord may, at its option, upon not less
                                    than thirty (30) days' prior written notice
                                    to Tenant, discontinue the availability of
                                    such extraordinary utility service. If
                                    Landlord gives any such notice, Tenant will
                                    contract directly with the public utility
                                    for the supplying of such utility service to
                                    the Premises.

             B.   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 may be allowed by law. Landlord reserves the right to prescribe
the weight and position of all heavy equipment and similar items, and to
prescribe the reinforcing necessary, if any, which in the opinion of Landlord
may be required under the circumstances, such reinforcing to be at Tenant's
pre-paid expense.

         11. PARKING AREAS. Landlord shall keep and maintain in good condition
any parking areas that may be provided. Landlord reserves the right to control
the method, manner and time of parking in parking spaces.

         12. LEASEHOLD IMPROVEMENTS. The Premises are rented "as is", without
lessor any additional services or improvements to be rendered by Landlord, other
than those services described in Item 9 and such other services or improvements
as may be described in Exhibit "B" attached hereto and expressly made a part
hereof.




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         Any and all extraordinary expenses and costs of any nature whatsoever
attributable to the installation, maintenance and/or removal of telephone
equipment, computer equipment and the like shall be borne solely by Tenant and
may be deemed by Landlord to be "Additional Rent" hereunder.

         13. REPAIRS AND MAINTENANCE. Landlord will, at its own cost and
expense, except as may be provided elsewhere herein, make necessary repairs of
damage to the Building corridors, lobby, structural members of the Building, and
equipment used to provide the Building Standard services referred to in Item 9,
unless any such damage is caused by acts or omissions of Tenant, its agents,
customers, employees, principals, contractors, consultants, assigns, subtenants
or invitees, in which event Tenant will bear the cost of such repairs. Tenant
will not injure the Premises or the Building but will maintain the Premises in a
clean, attractive condition and in good repair, except as to damage to be
repaired by Landlord as provided above. Upon termination of this Lease, Tenant
will surrender and deliver the Premises to Landlord in the same condition in
which they existed at the commencement of the Lease, excepting only ordinary
wear and tear and damage arising from any cause not required to be repaired by
Tenant. This Item 13 shall not apply in the case of damage or destruction by
fire or other casualty which is covered by insurance maintained by Landlord on
the Building (as to which Item 16 hereof shall apply) or damage resulting from
an Eminent Domain taking (as to which Item 18 hereof shall apply).

         14. ALTERATIONS AND IMPROVEMENTS. Tenant shall make no alterations,
additions or improvements to the Premises without the prior written approval of
Landlord, unless in each instance and for each such alteration, addition or
improvement Landlord or a contractor approved by Landlord is hired to do such
alterations, additions or improvements. Such approval shall not be unreasonably
withheld in the case of alterations, additions or improvements to the interior
of the Premises if such alterations, additions, or improvements are normal for
the use described in Item 1 (d) of this Lease, do not adversely affect utility
of the Premises for future tenants, do not alter the exterior of the Building,
and are accompanied by prepayment or bond provisions or waivers by the
contractor in form satisfactory to Landlord sufficient to protect the Building
from claims of lien of any sort; otherwise, such approval may be withheld for
any reason whatsoever. Furthermore, such alterations, additions or improvements
absolutely shall not affect the mechanical, plumbing, electrical and HVAC
systems in the Premises or the Building and shall not be of a structural nature.
Tenant shall conduct its work in such a manner as to maintain harmonious labor
relations and as not to interfere with the operation of the Building and shall,
prior to the commencement of the work, submit to Landlord copies of all
necessary permits. Landlord reserves the right to have final approval of the
contractors hired by Tenant. All such contractors hired by Tenant shall be, at
levels and coverage prescribed by Landlord, bonded and insured, and Landlord may
require evidence of same, which Tenant agrees to secure and provide Landlord
prior to the commencement of any work by such contractors. All alterations,
additions or improvements, whether temporary or permanent in character, made in
or upon the Premises, either by Landlord or Tenant, shall be Landlord's property
and at the end of the term hereof shall remain in or upon the Premises without
compensation to Tenant. If, however, Landlord shall request in writing, Tenant
will, prior to the expiration or earlier termination of this Lease, remove any
and all alterations, additions and improvements placed or installed by Tenant in
the Premises, and will repair any damage caused by such removal. All of Tenant's
furniture, movable trade fixtures and equipment not attached to the Building may
be removed by Tenant at the expiration of this Lease, if Tenant so elects, and
shall be so removed, if required by Landlord, and, if not so removed, shall, at
the option of Landlord, become the property of Landlord. To the extent Tenant
makes any alterations, additions or improvements and/or to the extent Landlord
on behalf of Tenant under an "Extra Work Agreement" makes such alterations,
additions or improvements, and as a result thereof it can be determined that
thereupon was caused an increase in real estate taxes or insurance premiums,
then Tenant shall be responsible for reimbursing Landlord for such increases as
Landlord may pay.

         15. INDEMNITY. Landlord shall not be liable for, and Tenant will
indemnify and save Landlord harmless of and from, all fines, suits, damages,
claims, demands, losses and actions (including attorney's fees) for any injury
to person or damage to or loss of property on or about the Premises and Building
caused by the negligence or misconduct or breach of this Lease by Tenant, its
employees, agents, principals, contractors. consultants,



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<PAGE>   10
assigns, subtenants, invitees or by any other person entering the Premises or
the Building under express or implied invitation of Tenant, or arising out of
Tenant's use of the Premises. Landlord shall not be liable or responsible for
any loss or damage to any property or the death or injury to any person
occasioned by theft, fire, act of God, public enemy. injunction, riot, strike,
insurrection, war, court order, requisition of governmental body or authority,
by other tenants of the Building or by any other matter beyond the absolute
control of Landlord, or for any injury or damage or inconvenience which may
arise through repair or alteration of any part of the Building, or failure to
make repairs, or from any cause whatsoever except Landlord's negligence or
intentional act. It is specifically understood and agreed that there shall be no
personal liability on Landlord with respect to any of the covenants, conditions
or provisions of this Lease; in the event of a breach or default by Landlord of
any of its obligations under this Lease, Tenant shall look solely to the equity
of Landlord in the Building for the satisfaction of Tenant's remedies.

         16. DAMAGE BY FIRE OR THE ELEMENTS, In the event that the Building is
totally destroyed by fire, tornado or other casualty, or in the event the
Premises or Building is so damaged that rebuilding or repairs cannot be
completed within one hundred eighty (180) days after the date of such damage,
either Landlord or Tenant may, at its option, by written notice to the other
given not more than thirty (30) days after the date of such fire or other
casualty, terminate this Lease. In such event, the Rent shall be abated during
the unexpired portion of this Lease effective with the date of such fire or
other casualty.

         In the event the Building or the Premises are damaged by fire, tornado,
or other casualty covered by Landlord's insurance but only to such extent that
rebuilding of repairs can be completed within one hundred eighty (180) days
after the date of such damage, or if the damage should be more serious but
neither Landlord nor Tenant elects to terminate this Lease, then Landlord shall,
within thirty (30) days after the date of such damage or such election, commence
to rebuild or repair the Building and/or the Premises and shall proceed with
reasonable diligence to restore the Building and/or the Premises to
substantially the same condition in which it/they was/were immediately prior to
the happening of the casualty, except that Landlord shall not be required to
rebuild, repair or replace any part of the furniture, equipment, fixtures and
other improvements which may have been placed by Tenant or other tenants within
the Building or Premises. Landlord shall, unless such damage is the result of
the negligence or willful misconduct of Tenant or Tenant's employees, agents,
principals, contractors, consultants, assigns, subtenants Or invitees, allow
Tenant a fair diminution of Rent during the time of such rebuilding or repairs.
In the event any mortgagee, or the holder of any deed of trust, security
agreement or mortgage on the Building, requires that the insurance proceeds be
used to retire the mortgage debt, Landlord shall have no obligation to rebuild
and this Lease shall terminate upon notice to Tenant. Any insurance which
may be carried by Landlord or by Tenant against loss or damage to the Premises
shall be for the sole benefit of the party carrying such insurance and under its
sole control.

         17. BUILDING RULES AND REGULATIONS, Tenant shall faithfully observe and
comply with the Rules and Regulations printed on or annexed to this Lease and
all reasonable modifications of and additions thereto from time to time put into
effect by Landlord. Landlord shall not be responsible to Tenant for the
nonperformance of any of said Rules and Regulations by any other tenant or
occupant of the Building. Tenant shall and does hereby have an affirmative
obligation (to include indemnification of Landlord, per Item 15 hereof) to
notify its agents, employees, principals, assigns, subtenants and invitees of
the contents of such Rules and Regulations and of this Lease and to assure their
compliance therewith.

          18. EMINENT DOMAIN. If the whole or a portion of the Building shall
be taken for any public or quasi-public use under any statute or by right of
Eminent Domain or private purchase in lieu thereof, then at Landlord's option,
but not otherwise, the term hereby demised and all rights of Tenant hereunder
shall immediately cease and terminate and the Rent shall be adjusted as of the
date of such termination. Tenant shall be entitled to no part of the award made
for such condemnation (or other taking) or the purchase price thereof.
Nevertheless, anything to the contrary notwithstanding, likewise at Landlord's
option, but not otherwise, if the Premises are unaffected by such condemnation
(or other taking), then this Lease and each and every one of its provisions
shall continue in full force and effect

         19. SIGNS AND ADVERTISING. Without the prior written approval of
Landlord, which may be withheld at Landlord's discretion, Tenant shall not
permit the painting or display of any signs, placard, lettering, or advertising
material of any kind on or near the exterior of the Premises or the Building.
Notwithstanding the foregoing, Tenant may, with Landlord's prior approval,
display Tenant's name on or near the entrance




                                       7
<PAGE>   11
to the Premises, in a manner prescribed by Landlord.

         20. TENANT'S DEFAULT. Landlord, at its election, may exercise any one
or more of the options referred to below upon the happening, or at any time
after the happening, of any one or moire of the following events, to wit:

             (a) Tenant's failure to pay the Rent, Additional Rent, or any other
                 sums payable hereunder for a period of three (3) days after
                 written notice by Landlord;

             (b) Tenant's failure to observe, keep or perform any of the other
                 terms, covenants, agreements or conditions of this Lease or in
                 the Building Rules and Regulations for a period of ten (10)
                 days after written notice by Landlord;

             (c) The bankruptcy of Tenant;

             (d) Tenant's making an assignment for the benefit of creditors;

             (e) A receiver or trustee being appointed for Tenant or a
                 substantial portion of Tenant's assets;

             (f) Tenant's voluntary petitioning for relief under, or otherwise
                 seeking the benefit of, any bankruptcy, reorganization,
                 arrangement or insolvency law;

             (g) Tenant's deserting, vacating or abandoning any substantial
                 portion of the Premises or attempting to mortgage, or pledge or
                 otherwise encumber in any way its interest hereunder;

             (h) Tenant's interest under this Lease being sold under execution
                 or other legal process;

             (i) Tenant's interest under this Lease being modified or altered by
                 any unauthorized assignment or subletting or by operation of
                 law;

             (j) Any of the goods or chattels of Tenant used in, or incident to,
                 the operation of Tenant's business in the Premises being
                 seized, sequestered, or impounded by virtue of, or under
                 authority of, any legal proceeding;

             (k) Tenant's failure to pay duly and timely the Rent, Additional
                 Rent, or any other sums payable hereunder when due for two (2)
                 consecutive months or for a total of four (4) months in any
                 lease or calendar year, no notice whatsoever to be due Tenant
                 from Landlord;

             (1) Tenant's failure to operate continuously during normal business
                 hours from the Premises in a fully-staffed, fully-equipped
                 manner and/or as contemplated by Item 1 (d) of this Lease;

             (m) Tenant's failure to take occupancy of the Premises when same is
                 tendered by Landlord to Tenant, unless Rent has been prepaid to
                 cover the applicable period of non-occupancy

         In the event of any of the foregoing happenings, Landlord, at its
election, may exercise any one or more of the following options, the exercise of
any of which shall not be deemed to preclude the exercise of any others herein
listed or otherwise provided by statute or general law at the same time or in
subsequent times or actions:

             (1) Terminate Tenant's right to possession under the Lease and
                 re-enter and retake possession of the Premises and relet or
                 attempt to relet the Premises on behalf of Tenant at such rent
                 and under such terms and conditions as Landlord way deem best
                 under the circumstances for the purpose of reducing Tenant's
                 liability. Landlord shall not be deemed to have thereby
                 accepted a surrender of the Premises, and Tenant shall remain
                 liable for all Rent, Additional Rent, or other sums due under
                 this Least and for all damages suffered by Landlord because of
                 Tenant's breach of any of the covenants of the Least.

             (2) Declare this Lease to be terminated, ended and null and void,
                 and re-




                                       8
<PAGE>   12
                 enter upon and take possession of the Premises whereupon all
                 right, title and interest of Tenant in the Premises shall end.

             (3) Accelerate and declare the entire remaining unpaid Rent and
                 Additional Rent for the balance of this Lease to be immediately
                 due and payable forthwith, and may, at once, take legal action
                 to recover and collect the same.

         No re-entry or retaking possession of the Premises by Landlord shall be
construed as an election on its part to terminate this Lease, unless a written
notice of such intention be given to Tenant, nor shall pursuit of any remedy
herein provided constitute a forfeiture or waiver of any Rent or other monies
due to Landlord hereunder or of any damages accruing to Landlord by reason of
the violations of any of the terms, provisions and covenants herein contained.
Landlord's acceptance of Rent or Additional Rent or other monies following any
event of default hereunder shall not be construed as Landlord's waiver of such
event of default. No forbearance by Landlord of action upon any violation or
breach of any of the terms, provisions, and covenants herein contained shall be
deemed or construed to constitute a waiver of the terms, provisions, and
covenants herein contained. Forbearance by Landlord to enforce one or more of
the remedies herein provided upon an event of default shall not be deemed or
construed to constitute a waiver of any other violation or default. Legal
actions to recover for loss or damage that Landlord may suffer by reason of
termination of this Lease or the deficiency from any reletting as provided for
above shall include the expense of repossession or reletting and any repairs or
remodeling undertaken by Landlord following repossession.

         The parties hereto shall, and they hereby do, waive trial by jury in
any action, proceeding, or counterclaim brought by either of the parties hereto
against the other on any matters whatsoever arising out of, or in any way
connected with, this Lease, the relationship of landlord and tenant, Tenant's
use or occupancy of the Premises and/or Building, and/or claim of injury or
damage. In the event Landlord commences any proceeding to enforce this Lease or
the landlord/tenant relationship between the parties or for nonpayment of Rent
(of any nature whatsoever) or additional monies due Landlord from Tenant under
this Lease, Tenant will not interpose any counterclaim of whatever nature or
description in any such proceedings. In the event Tenant must, because of
applicable court rules, interpose any counterclaim or other claim against
Landlord in such proceedings, Landlord and Tenant covenant and agree that, in
addition to any other lawful remedy of Landlord, upon motion of Landlord, such
counterclaim or other claim asserted by Tenant shall be severed out of the
proceedings instituted by Landlord (and, if necessary, transferred to a court of
different jurisdiction), and the proceedings instituted by Landlord may proceed
to final judgement separately and apart from and without consolidation with or
reference to the status of each counterclaim or any other claim asserted by
Tenant.

         The parties hereto agree that any and all suits for any and every
breach of this Lease shall be instituted and maintained only in those courts of
competent jurisdiction in the county or municipality in which the Building is
located. In the event it shall become necessary (as determined by Landlord) for
Landlord at any time to institute or defend any legal action or proceedings of
any nature for the enforcement of, or as regards, this lease, or any of the
provisions hereof, or any of its statutory or common law rights as concern
Tenant, or to employ an attorney therefor, Tenant agrees to pay all court costs
and attorney's fees incurred by Landlord.

         Time is of the essence of this Lease; and in case Tenant shall fail to
perform the covenants on its part to be performed at the time fixed for the
performance of such respective covenants by the provisions of this Lease,
Landlord may declare Tenant to be in default of such Lease.

         21. CONTRACTUAL LANDLORD'S LIEN. Landlord shall have, at all times, a
valid security interest to secure payment of all Rent, Additional Rent and other
sums of money becoming due hereunder from Tenant, and to secure payment of any
damages or loss which Landlord may suffer by reason of the breach by Tenant of
any covenant, agreement or condition contained herein, upon all goods, wares,
equipment, fixtures, furniture, improvements and other personal property of
Tenant presently or which may hereinafter be situated in the Premises, and all
proceeds therefrom, and such property shall not be removed therefrom without the
consent of Landlord until all arrearage in Rent as well as any and all other
sums of money then due to Landlord hereunder shall first have been paid and
discharged and all of the covenants, agreements, and conditions hereof have been
fully complied with and performed by Tenant. In consideration of this Lease,
upon the occurrence of an event of default by Tenant, Landlord may, in addition
to any other remedies provided herein, enter upon the Premises and take
possession of any and all



                                       9
<PAGE>   13
goods, wares, equipment, fixtures, furniture, improvements, and other personal
property of Tenant situated on or in the Premises, without liability for
trespass or conversion, and sell the same at public or private sale, with or
without having such property at the sale, after giving Tenant reasonable notice
of the time and place of any public sale or of the time after which any private
sale is to be made, at which sale Landlord or its assigns may purchase unless
otherwise prohibited by law. Unless otherwise provided by law, and without
intending to exclude any other manner of giving Tenant reasonable notice, the
requirement of reasonable notice shall be met if such notice is given in the
manner prescribed in Item 36 dealing with "Notices" in this Lease at least five
(5) days before the time of sale. The proceeds from any such disposition, less
any and all expenses connected with the taking of possession, holding and
selling of the property (including reasonable attorney's fees and other
expenses), shall be applied as a credit against the indebtedness secured by the
security interest granted in this Item 21. Any surplus shall be paid to Tenant
or as otherwise required by law, and Tenant shall pay any deficiencies
forthwith. Upon request by Landlord, Tenant agrees to execute and deliver to
Landlord a financing statement in form sufficient to perfect the security
interest of Landlord in the aforementioned property and proceeds thereof under
the provisions of the Uniform Commercial Code in force in the State of Florida.
The foregoing lien rights shall be in addition to and not in derogation of any
statutory or common law lien right under the laws of the state of Florida.

         22. SUBORDINATION. In consideration of the execution of this Lease by
Landlord, Tenant accepts this Lease subject to any deeds of conveyance and any
deeds of trust, master leases, security interests or mortgages and all renewals,
modifications, extensions, spreads, consolidations and replacements of the
foregoing which might now or hereafter constitute a lien upon the Building (or
the land upon which it is situated) or improvements therein or thereon or upon
the Premises and to zoning ordinances and other building and fire ordinances and
governmental regulations relating to the use of the property. Although no
instrument or act on the part of Tenant shall be necessary to effectuate such
subordination, Tenant shall, nevertheless, for the purpose of confirmation, at
any time hereafter, on demand in the forms(s) prescribed by Landlord, execute
any instruments, estoppel certificates, releases or other documents that may be
requested or required by any purchaser or any holder of any superior interest
for the purposes of subjecting and subordinating this Lease to such deed of
conveyance or to the lien of any such deed of trust, master lease, security
interest, mortgage, or superior interest. Tenant hereby appoints Landlord
attorney-in-fact, irrevocably, to execute and deliver any such instrument or
document for Tenant should Tenant fail or refuse to do so.

         23. QUIET ENJOYMENT. Provided Tenant has fully, duly and timely
performed all of the terms, covenants, agreements and conditions of this Lease
on its part to be performed, including the payment of Rent and all other sums
due hereunder, Tenant shall peaceably and quietly hold and enjoy the Premises,
except as described in Item 22 above, against Landlord and all persons claiming
by, through or under Landlord, for the term herein described, subject to the
provisions and conditions of this Lease.

         24. SECURITY DEPOSIT. Tenant, concurrently with the execution of this
Lease, has deposited or will deposit with Landlord a Security Deposit as
described in Item 1, Section (h), which sum shall be retained by Landlord as a
Security Deposit. The Security Deposit shall be held by Landlord without
liability for interest and as security for the performance by Tenant of Tenant's
covenants and obligations under this Lease, it being expressly understood that
such deposit shall not be considered an advance payment of Rent or Additional
Rent or a measure of Landlord's damages in case of default by Tenant. Upon the
occurrence of any event of default by Tenant, Landlord may, from time to time,
without prejudice to say other available remedy, use such deposit to the extent
necessary to make good any arrearage of Rent, Additional Rent and any other
damage, injury, expense or liability caused to Landlord by such event of
default. Following any such application of the Security Deposit, Tenant shall
pay to Landlord on demand the amount so applied in order to restore the Security
Deposit to its original amount. If Tenant is not then in default hereunder,
any remaining balance of such deposit shall be returned by Landlord to Tenant
upon expiration of this Lease. If Landlord transfers its ownership interest in
the Building during the Lease term, Landlord may assign the Security Deposit to
the transferee and thereafter Landlord shall have no further liability for the
return of such Security Deposit.

         25. MECHANIC'S LIENS. Tenant is prohibited from making, and agrees not
to make, alterations in the Premises, except as permitted by Item 14, and Tenant
will not permit any mechanic's lien or liens to be placed upon the Premises or
the Building or improvements thereon during the term hereof caused by or
resulting from any work performed, materials furnished or obligation incurred by
or at the request of Tenant, and in the case of the filing of any such lien,
Tenant will promptly pay same. If default in




                                       10
<PAGE>   14
payment thereof shall continue for ten (10) days after written notice thereof
from Landlord to Tenant. Landlord shall have the right and privilege, at
Landlord's option, of paying the same or any portion thereof without inquiry as
to the validity thereof, and any amounts so paid, including expenses, interest,
and attorney's fees, shall be so much additional indebtedness hereunder due from
Tenant to Landlord and shall be repaid to Landlord immediately on rendition of a
bill therefor, together with interest per annum at the maximum rate permitted by
law until repaid, and if not so paid within ten (10) days of the rendition of
such bill shall constitute default under Item 20 hereof.

         The interest of Landlord, shall not be subject to liens for
improvements made by Tenant in and to the Premises. Tenant shall notify every
contractor making such improvements of the provision set forth in the preceding
sentence of this paragraph. The parties agree, should Landlord so request, to
execute acknowledge and deliver without charge to the other a Memorandum of
Lease in recordable form containing a confirmation that the interest of Landlord
shall not be subject to liens for improvements made by Tenant to the Premises.

         26. FORCE MAJEURE. Whenever a period of time is herein prescribed for
action to be taken by Landlord, Landlord shall not be liable or responsible for,
and there shall be excluded from the computation for any such period of time,
any delays due to strikes, riots, acts of God, shortages of labor or materials,
theft, fire, public enemy, injunction, insurrection, court order, requisition of
governmental body or authority, war, governmental laws, regulations or
restrictions or any other causes of any kind whatsoever which are beyond the
absolute control of Landlord.

         27. SEVERABILITY. If any clause or provision of this Lease is illegal,
invalid or unenforceable under present or future laws effective during the term
of this Lease, then and in that event, it is the intention of the parties hereto
that the remainder of this Lease shall not be affected thereby.

         28. HOLDING OVER. The failure of Tenant to surrender the Premises on
the date provided herein for the expiration of the term of this Lease (or at the
time the Lease may be terminated otherwise by Landlord), and the subsequent
holding over by Tenant, with or without the consent of Landlord, shall result in
the creation of a tenancy at will at double the Rent payable at the time of the
date provided herein for the expiration of this Lease or at the time the Lease
may be terminated otherwise by Landlord. This provision does not give Tenant any
right to hold over at the expiration of the term of this Lease, and shall not be
deemed, the parties agree, to be a renewal of the Lease term, either by
operation of law or otherwise.

         29. RELOCATION. If the Premises consist of less than two thousand, five
hundred (2,500) square feet, Landlord may at any time during the term (as may be
extended) of this Lease relocate Tenant and substitute for the Premises other
space (which would then become the "Premises" for the purposes of this Lease) in
the Building. The parties expressly agree that Landlord shall pay the reasonable
physical moving costs of such relocation, but shall not be responsible for any
other expenses, cost, damages or injuries of any nature whatsoever. Tenant's new
space shall be comparable to the Premises hereby leased. Tenant shall relocate
within thirty (30) days (or such additional time as Landlord may direct) of
Landlord's written notice to Tenant that Tenant do so. Tenant's failure timely
so to relocate shall be a Default (see Item 20 of this Lease), no curative
notice of any nature (after the expiration of such 30 day or additional period)
to be due Tenant from Landlord. Upon such a Default by Tenant, Landlord shall
have all the rights and remedies described in said Item 20.

         30. RENT A SEPARATE COVENANT. Tenant shall not for any reason withhold
or reduce Tenant's required payments of Rent and other charges provided in this
Lease, it being expressly understood and agreed contractually by the parties
that the payment of Rent and Additional Rent is a contractual covenant by Tenant
that is independent of the other covenants Of the parties under this Lease.

         31. JOINT AND SEVERAL LIABILITY. If two or more individuals,
corporations. partnerships, or other business associations (or any combination
of two or more thereof) shall sign this Lease as Tenant, the liability of each
such individual, corporation, partnership or other business association to pay
Rent and perform all other obligations hereunder shall be deemed to be joint and
several. In like manner, if Tenant is a partnership or other business
association, the members of which are, by virtue of statute or general law,
subject to personal liability, the liability of each such member shall be joint
and several.




                                       11
<PAGE>   15
         32. ABSENCE OF OPTION. The submission of this Lease for examination
does not constitute a reservation of or option for the Premises, and this Lease
becomes effective only upon execution and delivery thereof by Landlord.

         33. CORPORATE TENANCY. If Tenant is a corporation, the undersigned
officer of Tenant hereby warrants and certifies to Landlord that Tenant is a
corporation in good standing and is authorized to do business in the State of
Florida. The undersigned officer of Tenant hereby further warrants and certifies
to Landlord that he or she, as such officer, is authorized and empowered to bind
the corporation to the terms of this Lease by his or her signature thereto.
Landlord, before it accepts and delivers this Lease, may require Tenant to
supply it with a certified copy of the corporate resolution authorizing the
execution of this Lease by Tenant. If Tenant is a corporation (other than one
whose shares are regularly and publicly traded on a recognized stock exchange),
Tenant represents that the ownership and power to vote its entire outstanding
capital stock belongs to and is vested in the officer or officers executing this
Lease or members of his, her or their immediate family. If there shall occur any
change in the ownership of and/or power to vote the majority of the outstanding
capital stock of Tenant, whether such change of ownership is by sale,
assignment, bequest, inheritance, operation of law or otherwise, without the
prior written consent of Landlord, then Landlord shall have the option to
terminate this Lease upon thirty (30) days' written notice to Tenant;
furthermore, Tenant shall have an affirmative obligation to notify immediately
Landlord of any such change.

         34. BROKERAGE COMMISSION. Tenant warrants that there are no claims for
broker's commissions or finder's fees in connection with its execution of this
Lease and agrees to indemnify and save Landlord harmless from any liability that
may arise from such claim, including reasonable attorney's fees.

         35. LANDLORD'S DEFAULT. Landlord shall in no event be charged with
default in the performance of any of its obligations under this Lease unless and
until Landlord shall have failed to perform such obligations within ten (10)
days (or within such additional time as is reasonably required to remedy any
such default) after written notice to Landlord by Tenant properly specifying and
detailing the particulars of wherein and whereby Tenant claims Landlord has
failed to perform any such obligations. If the holder of record of the first
mortgage covering the Premises shall have given prior written notice to Tenant
that it is the holder of such first mortgage and such notice includes the
address at which notices to such mortgagee are to be sent, then Tenant shall
give such mortgagee notice simultaneously with any notice given to Landlord to
correct any default of Landlord as hereinabove provided. Such mortgagee shall
have the right within thirty (30) days (or within such additional time as is
reasonably required to correct any such default) after receipt of such notice to
correct or remedy such default before Tenant may take any action under this
Lease by reason of such default. Any notice of default given Landlord by Tenant
shall be null and void unless simultaneous notice has been given by Tenant to
said first mortgagee. It is specifically understood and agreed, anything in this
Lease to the contrary notwithstanding, that there shall be no personal liability
on Landlord with respect to any of the covenants, conditions or provisions of
this Lease; in the event of a breach or default by Landlord of any of its
obligations under this Lease, Tenant shall look solely to the equity of Landlord
in the Building for the satisfaction of Tenant's remedies, and in absolutely no
event shall Landlord be liable for prospective profits or special, indirect, or
consequential damages.

         36. NOTICES. Any notice or document required or permitted to be
delivered hereunder shall be deemed to be delivered or given when (a) actually
received or (b) signed for or "refused" as indicated on the postal service
return receipt. Delivery shall and must be by personal delivery or by United
States mail, postage prepaid, certified or registered mail, addressed to the
parties hereto at the respective addresses set out opposite their names below,
or at such other address as they may hereafter specify by written notice
delivered in accordance herewith:

         LANDLORD:   BAYSHORE PROPERTY CORPORATION
                     C/O FLORIDA REAL ESTATE ADVISORS
                     2909 BAY TO BAY BOULEVARD
                     SUITE 107
                     TAMPA, FLORIDA 33629

       WITH COPY TO:
                     BAYSHORE PROPERTY CORPORATION
                     9280 BAY PLAZA BOULEVARD
                     SUITE 706
                     TAMPA, FLORIDA





                                       12
<PAGE>   16
         TENANT:    TELECOMMUNICATION SYSTEMS, INC.
                    2909 BAY TO BAY BOULEVARD, SUITE SOO
                    TAMPA, FLORIDA 33629

      WITH COPY TO:
                    TELECOMMUNICATION SYSTEMS, INC.
                    275 WEST STREET, SUITE 400
                    ANNAPOLIS, MARYLAND 21401

         37. INSURANCE. Tenant shall not conduct or permit to be conducted any
activity, or place any equipment, materials or other items in, on or about the
Premises or the Building, which will in any way increase the rate of fire or
liability or casualty insurance on the Building. Should Tenant fail to comply
with the foregoing covenant on its part to be performed, Tenant shall reimburse
Landlord for such increased amount upon written demand therefor from Landlord,
the same to be considered Additional Rent payable hereunder.

         Tenant shall, at Tenant's sole expense, obtain and keep in force at all
times during the term of this Lease comprehensive general liability insurance,
including property damage, on an occurrence basis, with limits of not less than
One Million Dollars ($1,000,000.00) combined single limit, insuring Landlord and
Tenant against any liability arising out of the ownership, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto. The limit of said
insurance shall not, however, limit the liability of Tenant hereunder. Tenant
may carry said insurance under a blanket policy, provided an endorsement naming
Landlord as an additional insured is attached thereto.

         Tenant shall maintain insurance upon all property in the Premises owned
by Tenant or for which Tenant is legally liable. Tenant shall maintain insurance
against such other perils and in such amounts as Landlord may in writing from
time to time require. The insurance required to be obtained and maintained under
this Lease shall be with a company or companies licensed to issue the relevant
insurance and licensed to do business in the State of Florida. Such insurance
company or companies shall each have a policyholder's rating of no less than "A"
in the most recent edition of Best's Insurance Reports. No policy shall be
cancelable or subject to reduction of coverage except after thirty (30) days'
prior written notice to Landlord. Landlord shall receive written evidence of
insurance upon request. All policies of insurance maintained by Tenant shall be
in a form, and shall have a substance, acceptable to Landlord with satisfactory
evidence that all premiums have been paid. Tenant agrees not to violate or
permit to be violated any of the conditions or provisions of the insurance
policies required to be furnished hereunder, and agrees to promptly notify
Landlord of any fire or other casualty. If Tenant fails to procure and maintain
insurance as required hereunder, Landlord way do so, and Tenant shall, on
written demand, as Additional Rent, reimburse Landlord for all monies expended
by Landlord to procure and maintain such insurance.

         Tenant hereby waives and releases Landlord of and from any and all
liabilities, claims and losses for which Landlord is or may be held liable to
the extent Tenant receives or is entitled to receive insurance proceeds on
account thereof.

         Upon Landlord's written request for same, Tenant will provide Landlord
with written evidence of Tenant's compliance with its obligations under this
Item 37.

         38. RECORDING. This Lease shall not be recorded without Landlord's
prior written consent.

         39. STATUTORILY MANDATED NOTIFICATION. As required by F.S. 404.056(8),
Landlord notifies Tenant as follows: "RADON GAS: Radon is a naturally occurring
radioactive gas that, when it has accumulated in a building in sufficient
quantities, may present health risks to persons who are exposed to it over time.
Levels of radon that exceed federal and state guidelines have been found in
buildings in Florida. Additional information regarding radon and radon testing
may be obtained from your county public health unit."

         40. NON-DISCLOSURE. Tenant agrees that it will not *divulge or disclose
to third parties the terms, provisions and conditions of this Lease. Tenant's
breach of this Item 40 shall constitute a Default under Item 20 of this Lease,
no **curative notice to Tenant from Landlord being required. * unnecessarily **
three (3) days




                                       13
<PAGE>   17
         41. HAZARDOUS MATERIALS. Tenant shall not cause or permit any Hazardous
Material (as hereinafter defined) to be brought upon, kept or used in or about
the Premises or the Building by Tenant, its agents, principals, employees,
assigns, sublessee, contractors, consultants or invitees without the prior
written consent of Landlord, which consent may be withheld for any reason
whatsoever or for no reason at all. If Tenant breaches the obligations stated in
the preceding sentence, or if the presence of Hazardous Material on the Premises
or around the Building caused or permitted by Tenant (or the aforesaid others)
results in contamination of the Premises or the Building or the surrounding
area(s), or if contamination of the Premises or the Building or the surrounding
area(s) by Hazardous Material otherwise occurs for which Tenant is legally,
actually or factually liable or responsible to Landlord (or any party claiming
by, through of under Landlord) for damages, losses, costs or expenses resulting
therefrom, then Tenant shall fully and completely indemnify, defend and hold
harmless Landlord (of any party claiming by, through or under Landlord) from any
and all claims, judgments, damages, penalties, fines, costs liabilities or
losses [including, without limitation: (i) diminution in the value of the
Premises and/or the Building and/or the land on which the Building is located
and/or any adjoining area(s) which Landlord owns or in which it holds a property
interest; (ii) damages for the loss or restriction on use of rentable or usable
space of any amenity of the Premises, the Building or the land on which the
Building is located; (iii) damages arising from any adverse impact on marketing
of space; and (iv) any sums paid in settlement of claims, attorneys' fees,
consultants fees and expert fees] which arise during or after the term of this
Lease, as may be extended, as a consequence of such contamination. This
indemnification of Landlord by Tenant includes, without limitation, costs
incurred in connection with any investigation of site conditions of any
clean-up, remedial, removal or restoration work required by any federal, state
of local governmental agency or political subdivision because of Hazardous
Material present in the soil or ground water on or under the Premises or the
Building. Without limiting the foregoing, if the presence of any Hazardous
Material on, under or about the Premises, the Building or the surrounding
area(s) caused or permitted by Tenant (or the aforesaid others) results in any
contamination of the Premises, the Building or the surrounding area(s), Tenant
shall immediately take all actions at its sole expense as are necessary or
appropriate to return the Premises, the Building and the surrounding area(s) to
the condition existing prior to the introduction of any such Hazardous Material
thereto; provided that Landlord's prior written approval of such actions by
Tenant shall be first obtained. The foregoing obligations and responsibilities
of Tenant shall survive the expiration or earlier termination of this Lease.

         As used herein, the term "Hazardous Material" means any hazardous or
toxic substance, material or waste, including, but not limited to, those
substances, materials, and wastes listed in the United States Department of
Transportation Hazardous Materials Table (49 CFR 172.101) or by the
Environmental Protection Agency as hazardous substances (40 CFR Part 302) and
amendments thereto, or such substances, materials and wastes that are or become
regulated under any applicable local, state or federal law. "Hazardous Material"
includes any and all material or substances which are defined as "hazardous
waste," "extremely hazardous waste" or a "hazardous substance" pursuant to
state, federal or local governmental law. "Hazardous Substance" includes but is
not restricted to asbestos, polychlorobiphenyls ("PCB's") and petroleum.

         Landlord and its agents shall have the right, but not the duty, to
inspect the Premises at any time to determine whether Tenant is complying with
the terms of this Lease. If Tenant is not in compliance with this Lease,
Landlord shall have the right to immediately enter upon the Premises to remedy
any contamination caused by Tenant's failure to comply, notwithstanding any
other provision of this Lease. Landlord shall use its best efforts to minimize
interference with Tenant's business, but shall not be liable for any
interference caused thereby.

         Any non-compliance by Tenant with its duties, responsibilities and
obligations under this Item 41 shall be an "automatic" (no notice of any nature
from Landlord to Tenant being required) default of this Lease (see Item 20).

         42. AMENDMENTS. This Lease contains the entire agreement between the
parties hereto and may not be altered, changed or amended, except by written
instrument signed by both parties hereto. No provision of this Lease shall be
deemed to have been waived by Landlord unless such waiver is in writing signed
by Landlord and addressed to Tenant, nor shall any custom or practice which may
grow up between the parties in the administration of the provisions hereof be
construed to waive or lessen the right of Landlord to insist upon the
performance by Tenant in strict accordance with the terms hereof. The terms,
provisions, covenants, and conditions contained in this Lease shall apply to,
inure to the benefit of, and be binding upon the parties hereto, and upon their
respective successors in interest and legal representative, except as otherwise
herein



                                       14
<PAGE>   18
expressly provided.

         43. OPTION TO CANCEL

         Tenant as is more particularly described hereinafter in this Item 43
shall have a right to cancel the then remaining balance of the term of this
Lease if Tenant's government contract requiring Landlord's office space is
terminated.

         In order to be able to exercise such cancellation right, Tenant must
timely and duly do each, every and all of the following:

         (1) Upon execution of Lease, provide Landlord with copy of government
contract, or proof of government contract with the term and contract number
included.

         (2) Not on the day immediately before the effective cancellation date
be in uncured default of this lease.

         (3) Provide Landlord with a sixty (60) day prior written notice of
Tenant's election to cancel the then remaining balance of the term of this
Lease.

         (4) Pay Landlord a cancellation fee equivalent to three (3) months rent
at the current scheduled rental rate.

         44. ORIGINAL LEASE NULL & VOID

         Lease dated April 9, 1993, by and between The Independent Order of
Foresters (Landlord) and Telecommunication Systems, Inc. (Tenant), and
subsequent Amendment dated May 11, 1994, for space 305, will become null and
void upon commencement of this Lease, dated December 6, 1994.

         45. RIGHT OF FIRST REFUSAL

         Provided Tenant duly, fully and timely complies with all its duties,
obligations and responsibilities under this Lease, Tenant shall have Right of
First Refusal to lease from Landlord the approximately 2,700 square feet of net
rentable area outlined in green on the Attached Exhibit "C" expressly made a
part hereof ("the Right of First Refusal Space"). The Right of First Refusal
shall remain in effect for the entire term of this Lease, except as noted
hereinafter in this Item 46.

         Subject to the contents or this Item 46, Landlord agrees, prior to
leasing the Right of First Refusal Space to a third party prospect, Landlord
shall first offer same, in writing, to Tenant on terms and conditions no less
favorable than those offered to such prospect. On or before the fifth (5th) day
after the date of such submission, Tenant will have the right ("Right of First
Refusal Right") to send Landlord a notice stating that Tenant elects to lease
the Right of First Refusal Space upon identical terms and conditions set forth
in Landlord's notification ("the Offered Lease Terms"). Such notice from Tenant
to Landlord must be postmarked within the five (5) day period and sent by
certified mail, return receipt requested.

         If Tenant duly and timely exercises the Right of First Refusal,
Landlord and Tenant will promptly (and in any event within five (5) business
days after Landlord's receipt of Tenant's notice) enter into a lease for the
Right of First Refusal Space ("the New Lease") upon the Offered Lease Terms. If
for any reason whatsoever Tenant fails duly and timely to exercise the Right of
First Refusal, or if Tenant properly exercises it but thereafter for any reason
whatsoever (except Landlord's fault) does not timely enter into the New Lease,
Landlord will be free to lease the Right of First Refusal Space to another
Tenant and the Right of First Refusal and Landlord's obligation hereunder will
be completely null and void and without further force or effect throughout the
remainder of the term of the Lease and any possible extensions thereof.

         Tenant's rights under this Item 46 are absolutely not assignable or
otherwise transferable.

         46. OPTION TO RENEW

         Tenant as is more particularly described hereinafter in this Item 43
shall have lessor a right to renew this Lease for twelve (12) months effective
the third (3rd) and fourth (4th) anniversary of the Commencement Date.

In order to be able to exercise such renewal right, Tenant must timely and duly
do




                                       15
<PAGE>   19
each, every and all of the following:

         (1) Not on the day immediately before the aforesaid effective
cancellation date be in uncured default of this lease.

         (2) Provide Landlord with a ninety (90) day prior written notice of
Tenant's election to renew the Least effective the anniversary of the
Commencement Date.

         (3) Rest Schedule During Renewal Period(s)

              01/01/98 - 12/31/98     $11.50 psf     $4,538.67 per month
              01/01/99 - 12/31/99     $12.00 psf     $4,736.00 per month

         The above referenced rental rates shall be subject to applicable
         Florida State Sales Tax.

         The parties acknowledge that they have read this Lease (to include its
Exhibits and attachments) in its entirety, that they are familiar with all of
the terms, covenants, provisions and conditions set forth therein and that there
are no other representations, understandings, warranties or agreements
concerning this Lease which do not appear in writing therein. The parties
further acknowledge that the terms and provisions contained within this Lease
have been fully, freely and fairly negotiated by and between them.

         IN WITNESS WHEREOF, the parties, by and through their undersigned,
duly-authorized representatives, have executed this Lease for the purposes
therein expressed.

Signed, sealed and delivered
in the presence of:                    TENANT: TELECOMMUNICATION SYSTEMS,
                                               INC.

[Signature]                                    By: /s/ Richard A. Young
---------------------------                        ----------------------------
Witness
                                             Name: Richard A. Young
                                                   ----------------------------
                                            Title: Senior Vice President
                                                   ----------------------------
                                             Date: January 3, 1995
                                                   ----------------------------

                                         LANDLORD:

/s/ Beth C. Lewis                              By: Bayshore Property Corp.
----------------------------                       ----------------------------
Witness                                      Name: [Signature]
                                                   ----------------------------
[Signature]                                 Title: President
----------------------------                       ----------------------------
Witness                                      Date: 1/10/95
                                                   ----------------------------

                                       16
<PAGE>   20
                                  EXHIBIT "A"




                                  [FLOORPLAN]
BAYSHORE BLDGS.
2909 BAY TO BAY BLVD. - 5TH FLOOR

6-15-94
<PAGE>   21
                                   EXHIBIT "B"

LANDLORD'S WORK:

Landlord is to replace the carpet and cove base throughout the space, except in
the main reception and conference rooms. The area with VCT tile is to be
stripped and waxed. A wall is to be put up dividing the additional office from
the remaining Right of First Refusal (shown below) space is to be installed.

                                  [FLOORPLAN]


FLOORPLAN

- Carpet
- VCT
- Wall
<PAGE>   22
                                  EXHIBIT "C"

                     [5TH FLOOR BAYSHORE BUILDING GRAPHIC]



BAYSHORE BLDGS.
2909 BAY TO BAY BLVD. - 5TH FLOOR


                                                                     6-15-94
<PAGE>   23
                                  SCHEDULE "D"

         Hold Harmless Agreement for Maryland TeleCommunication Systems, Inc.

This HOLD HARMLESS AGREEMENT made as of this 7th day of December, 1924, by and
between Florida Real Estate Advisors, Inc. (hereinafter called "FREA") and
Maryland TeleCommunication Systems, Inc. (hereinafter call "Tenant") and N/A
(hereinafter called "Guarantor")

                                  WITNESSETH:

WHEREAS, FREA is the property manager and leasing agent for (1) 2909 Bay to Bay
Boulevard (hereinafter called "Property") pursuant to a Management and Leasing
Agreement (hereinafter  called "Management Agreement") dated (2) September, 1992
by and between FREA and (3) Independent Order of Foresters (hereinafter called
"Owner" or "Landlord"); and

WHEREAS, Landlord and Tenant have executed or are about to execute a lease
agreement (hereinafter called "Lease"), whereby Tenant will lease space in the
Property from Landlord; and

WHEREAS, Guarantor has executed or is about to execute a Lease Guaranty to be
attached to said Lease.

NOW, THEREFORE, in consideration of the premises and the mutual promises and
covenants herein contained, FREA, Tenant and Guarantor hereby agree as follows:

1.       Tenant and Guarantor acknowledge (a) that FREA is an agent for Owner
         acting solely within the scope of and pursuant to the terms of the
         Management Agreement, and (b) that FREA is not affiliated with the
         Owner nor does FREA have any ownership rights with respect to the
         Property.

2.       FREA, Tenant and Guarantor acknowledge that no representations by FREA,
         understandings or agreements have been made or relied upon in the
         making of the Lease other than those set forth in the Lease, and the
         Lease contains all representations, understandings and agreements made
         with Tenant by FREA on behalf of Owner. No course of prior dealings
         between Tenant and FREA or their officers, employees, agents or
         affiliates shall be relevant or admissible to supplement, explain or
         vary any of the terms of the Lease.

3.       Tenant and Guarantor agree to look solely to Landlord for the
         satisfaction of any judgment obtained by Tenant or Guarantor against
         Landlord or the Property and shall hold and save FREA free and harmless
         from all expenses, claims, liabilities, losses, judgements or damages,
         including reasonable attorneys' fees, arising therefrom or directly or
         indirectly related thereto.

4.       Tenant acknowledges that Owner is not a signatory to this agreement,
         but agrees that Owner can rely on the provisions of Section 2
         hereinabove.

IN WITNESS WHEREOF, this Agreement has been executed as of the first day and
year first above written.

                                 FREA
                                 Florida Real Estate Advisors, Inc.

                                  By:
                                      -----------------------------------
                                              Managing Partner

                                 TENANT
                                 Maryland TeleCommunication, Systems, Inc.

                                 By: Richard A. Young
                                     -------------------------------------
                                 Title:  Senior Vice President
                                         -------------------------------------
                                 GUARANTOR:          N/A
                                 ---------------------------------------------
<PAGE>   24
                         BUILDING RULES AND REGULATIONS

         The following Building Rules and Regulations have been adopted by
Landlord for the care, protection and benefit of the Premises and the Building
and for the general comfort and welfare of all tenants.

         1. The sidewalks, entrances, passages, halls, elevators and stairways
shall not be obstructed by Tenant or used by Tenant for any purpose other than
for ingress and egress to and from the Building and Tenant's Premises.

         2. Restroom facilities, water fountains, and other water apparatus
shall not be used for any purposes other than those for which they were
constructed.

         3. Landlord reserves the right to designate the time when freight,
furniture, goods, merchandise and other articles may be brought into, moved or
taken from Tenant's Premises or the Building.

         4. Tenant shall not put additional locks or latches upon any door
without the written discretionary consent of Landlord. Any and all locks so
added on any door shall remain for the benefit of Landlord, and the keys to such
locks shall be delivered to Landlord by and from Tenant.

         5. Landlord shall not be liable for injuries, damage, theft, or other
loss to persons or property that may occur upon or near any parking areas that
may be provided by Landlord. Tenant, its agents, employees, and invitees are to
use same at their own risk, Landlord to provide no security with respect
thereto. The driveways, entrances, and exits upon, into and from such parking
areas shall not be obstructed by Tenant, Tenant's employees, agents, guests, or
invitees; provided, however, Landlord shall not be responsible or liable for
failure of any person to observe this rule. Tenant, its employees, agents,
guests and/or invitees shall not park in space(s) that may be reserved or
designated for others.

         6. Tenant shall not install in the Premises any heavy weight equipment
or fixtures or permit any concentration of excessive weight in any portion
thereof without first having obtained Landlord's discretionary written consent.

         7. Landlord reserves the right at all times to exclude newsboys,
loiterers, vendors, solicitors, and peddlers from the Building and to require
registration or satisfactory identification or credentials from all persons
seeking access to any part of the Building outside ordinary business hours.
Landlord will exercise its best judgment in the execution of such control but
will not be liable for the granting or refusal of such access.

         8. Landlord reserves the right at all times to exclude the general
public from the Building upon such days and at such hours as in Landlord's sole
judgment will be in the best interest of the Building and its Tenants.

         9. No wires of any kind or type (including but not limited to T.V. and
radio antennas) shall be attached to the outside of the Building and no wires
shall be run or installed in any part of the Building without Landlord's prior
discretionary written consent.

         10. If the Premises are furnished with carpeting, Tenant shall provide
a plexiglass or comparable carpet protection mat for each desk chair customarily
used by Tenant. For default or carelessness in these respects, Tenant shall pay
Landlord the cost of repairing or replacing said carpet, in whole or in part, as
Additional Rent when, in Landlord's sole judgment, such repair or replacement is
necessary.

         11. Landlord shall furnish a reasonable number of door keys to Tenant's
Premises and/or the Building which shall be surrendered on termination or
expiration of the Lease. Landlord reserves the right to require a deposit for
such keys to insure their return at the termination or expiration of the Lease.
Tenant shall get keys only from Landlord and shall not obtain duplicate keys
from outside source. Further, Tenant shall not alter the locks or effect any
substitution of such locks as are presently being used in Tenant's Premises or
the Building.

         12. Tenant shall keep all doors to Premises closed at all times except
for ingress and egress to the Premises.

         13. All installations in the Common Telephone/Electrical Equipment
Rooms shall be limited to terminal boards and connections. All other electrical
equipment must be installed within Tenant's Premises.

         14. It is expressly understood and agreed that any items of any nature
whatsoever placed in Common Areas (i.e., hallways, restrooms, elevators, parking
garage, storage areas and equipment rooms) are placed at Tenant's sole risk and
Landlord assumes no responsibility whatsoever for any loss or damages regards
same.
<PAGE>   25
                               AMENDMENT OF LEASE

THIS AMENDMENT OF LEASE ("Amendment") is made this 15th day or June, 1995 by and
between BAYSHORE PROPERTY CORPORATION ("Landlord") and Maryland
Telecommunication Systems, Inc., ("Tenant"), and amends the Lease ("Lease")
dated September 14, 1995, by and between Tenant and Landlord. For good and
valuable consideration, the receipt and adequacy of which are hereby mutually
and respectively acknowledged by them, Landlord and Tenant hereby covenant,
contract and agree as follows:

1. "Premises": Suite No. 500 is expanding into 817 square feet of net rentable
area adjacent to the existing 4,736 square feet of net rentable area. The
amended total square feet of net rentable is 5,553 square feet.

2. "Term": Expansion space will commence May 1, 1995, and will be co-terminus
with the existing Lease.

3. Rent on the 817 square feet shall be as follows:

<TABLE>
<CAPTION>
Period                    Rate                      Monthly Rent
------                    ----                      ------------
<S>                      <C>                       <C>
05/01/95-10/31/95         $ 9.67                    $658.37
11/01/95-10/31/96         $10.17                    $692.41
11/01/96-10/31/97         $10.67                    $726.45
</TABLE>

4. Except as stated in this Amendment, the Lease shall remain in full force and
effect, and the parties hereby ratify and confirm same, as thus amended.

IN WITNESS WHEREOF, the parties by and through their undersigned, duly
authorized representatives, have executed this Amendment for the purposes
therein described.

                                       LANDLORD

WITNESS: [SIGNATURE]                   BAYSHORE PROPERTY CORPORATION
       ------------------------        BY:  /s/ James W. Lewis, Jr.
         [SIGNATURE]                        ---------------------------
       ------------------------        NAME: James W. Lewis, Jr.
                                            ---------------------------
                                       TITLE: President
                                            ---------------------------
                                       TENANT

WITNESS:                               MARYLAND  TELECOMMUNICATION SYSTEMS, INC.
   [SIGNATURE]
-------------------------------        By: /s/ Howard Seeger
   [SIGNATURE]                             ------------------------------
------------------------------         NAME: Howard Seeger
                                            -----------------------------
                                       TITLE: V.P. - Operations
                                            -----------------------------
<PAGE>   26
                               AMENDMENT OF LEASE

THIS AMENDMENT OF LEASE ("Amendment") is made this 27th day of July, 1995 by and
between BAYSHORE PROPERTY CORPORATION ("Landlord") and Maryland
Telecommunication Systems, Inc., ("Tenant"), and amends the Lease ("Lease")
dated September 14, 1995, by and between Tenant and Landlord. For good and
valuable consideration, the receipt and adequacy of which are hereby mutually
and respectively acknowledged by them, Landlord and Tenant hereby covenant,
contract and agree as follows:

1. "Premises": Suite No. 500 is expanding into 936 square feet of net rentable
area adjacent to the existing 5,553 square feet of net rentable area. The
amended total square feet of net rentable is 6,489 square feet.

2. "Term": Expansion space will commence September 1, 1995, and will be
co-terminus with the existing Lease.

3. Rent on the 936 square feet shall be as follows:

<TABLE>
<CAPTION>
Period                       Rate                 Monthly Rent
------                       ----                 ------------
<S>                         <C>                  <C>
09/01/95-10/31/95           $10.00               $780.00
11/01/95-10/31/96           $10.50               $819.00
11/01/96-10/31/97           $11.00               $858.00
</TABLE>

4. Except as stated in this Amendment, the Lease shall remain in full force and
effect, and the parties hereby ratify and confirm same, as thus amended.

IN WITNESS WHEREOF, the parties by and through their undersigned, duly
authorized representatives, have executed this Amendment for the purposes
therein described.

                                       LANDLORD

WITNESS: [SIGNATURE]                   BAYSHORE PROPERTY CORPORATION
       ------------------------        BY: /s/ James W. Lewis, Jr.
         [SIGNATURE]                       ---------------------------
       ------------------------        NAME: James W. Lewis, Jr.
                                            ---------------------------
                                       TITLE: President
                                            ---------------------------
                                       TENANT

WITNESS:                               MARYLAND TELECOMMUNICATION SYSTEMS, INC.
        [SIGNATURE]
-------------------------------        By: /s/ Richard A. Young
        [SIGNATURE]                        ------------------------------
------------------------------         NAME: Richard A. Young
                                            -----------------------------
                                       TITLE: Senior Vice President, Operations
                                            -----------------------------
<PAGE>   27
                               AMENDMENT OF LEASE

THIS AMENDMENT OF LEASE ("Amendment") is made this 28th day of November, 1995 by
and between BAYSHORE PROPERTY CORPORATION ("Landlord") and Maryland
Telecommunication Systems, Inc., ("Tenant"), and amends the Lease ("Lease")
dated September 14, 1995, by and between Tenant and Landlord. For good and
valuable consideration, the receipt and adequacy of which are hereby mutually
and respectively acknowledged by them, Landlord and Tenant hereby covenant,
contract and agree as follows:


1. "Premises": Suite No. 500 is expanding into 878 square feet of et rentable
area adjacent to the existing 6,489 square feet of net rentable area. The
amended total square feet of net rentable is 7,367 square feet.

2. "Term": Expansion space will commence January 1, 1995, and will be
co-terminus with the existing Lease.

3. Rent on the 878 square feet shall be as follows:

<TABLE>
<CAPTION>
Period                       Rate                   Monthly Rent
------                       ----                   ------------
<S>                         <C>                     <C>
1/01/96-10/31/96             $10.50                    $819.00
11/01/96-10/31/97            $11.00                    $858.00
</TABLE>

4. Except as stated in this Amendment, the Lease shall remain in full force and
effect, and the parties hereby ratify and confirm same, as thus amended.

IN WITNESS WHEREOF, the parties by and through their undersigned, duly
authorized representatives, have executed this Amendment for the purposes
therein described.

                                       LANDLORD

WITNESS: /s/ Beth C. Lewis             BAYSHORE PROPERTY CORPORATION
       ------------------------        BY:  /s/ James W. Lewis, Jr.
        [SIGNATURE]                         ---------------------------
       ------------------------       NAME: James W. Lewis, Jr.
                                            ---------------------------
                                       TITLE: President

                                       TENANT

WITNESS:                               MARYLAND TELECOMMUNICATION SYSTEMS, INC.
        /s/ Howard Seeger
-------------------------------        By: /s/ Richard A. Young
       /s/ V.P. Operations                 ------------------------------
------------------------------         NAME: Howard Seeger
                                            -----------------------------
                                       TITLE: V.P. - Operations
                                            -----------------------------
<PAGE>   28
                            FOURTH AMENDMENT OF LEASE

This Fourth Amendment of Lease ("Fourth Amendment") is made effective the 2nd
day of November, 1998, by and between Bayshore Property Corporation ("Landlord")
and Maryland Telecommunication Systems, Inc. ("Tenant"), and amends the Lease
Agreement ("Lease") dated September 14, 1995, amended June 15, 1995, July 27,
1995, and November 28, 1995, by and between Tenant and Landlord. For good and
valuable consideration, the receipt and adequacy of which are hereby mutually
and respectively acknowledged by them, Landlord and Tenant hereby covenant,
contract, and agree as follows:

         1. Lease term shall terminate on December 31, 2005.

         2. Current Premises of approximately 7,367 rentable square feet shall
            be expanded to include a storage building consisting of
            approximately 1,500 rentable square feet to be constructed at
            Landlord's expense on existing concrete pad located in the northwest
            area of parking lot. Storage building shall be constructed per
            Exhibit "A" attached. Tenant agrees to use the building for material
            storage and not modify the use or improvements in any respect
            without the prior written consent of Landlord.

         3. Rent Schedule for the "Premises" will be as follows:

<TABLE>
<CAPTION>
From                          Through            Monthly Rent   Suite 500     Storage
                                                                Rent/sf       Rent/sf
<S>             <C>                            <C>              <C>           <C>
January 1, 1999   -December 31, 1999             $8,648.25      $12.00        $10.25
January 1, 2000   -December 31, 2000             $8,986.46      $12.50        $10.50
January 1, 2001   -December 31, 2001             $9,355.92      $13.00        $11.00
January 1, 2002   -December 31, 2002             $9,725.38      $13.50        $11.50
January 1, 2003   -December 31, 2003            $10,094.84      $14.00        $12.00
January 1, 2004   -December 31, 2004            $10,464.30      $14.50        $12.50
January 1, 2005   -December 31, 2005            $10,464.30      $14.50        $12.50
</TABLE>

            Tenant agrees to pay and be responsible for all applicable sales
            tax.

         4. Tenant warrants that there are no claims for brokers' or finders'
            fees in connection with the execution of this Fourth Amendment.

         5. Except as stated in this Fourth Amendment, the Lease shall remain in
            full force and effect, and the parties hereby ratify and confirm
            same, as thus amended.

IN WITNESS WHEREOF, the parties, by and through their undersigned duly
authorized representatives have executed this Fourth Amendment for the purposes
herein described.

--------------------------------          BAYSHORE PROPERTY CORPORATION,
Witness                                   AS LANDLORD

--------------------------------          By:
Printed Name of Witness                      --------------------------------
                                                 James W. Lewis, Jr.
                                                 President

--------------------------------
Witness

--------------------------------
Printed Name of Witness
                                           MARYLAND TELECOMMUNICATION
                                           SYSTEMS, INC.
                                           AS TENANT
/s/  Bruce White
---------------------------------          By:/s/  Richard A. Young
Witness                                       -------------------------------
     Bruce White                           Printed Name: Richard A. Young
---------------------------------                       ---------------------
Printed Name of Witness                    Title:   Executive Vice President
                                                 -----------------------------
/s/  Elizabeth E. LaGrange
--------------------------------
Witness
     Elizabeth E. LaGrange
-------------------------------
Printed Name of Witness


<PAGE>   29
                                   EXHIBIT "A"

                           ATTACHED TO AND MADE A PART OF
                            FOURTH AMENDMENT TO LEASE
                                     BETWEEN
                     BAYSHORE PROPERTY CORPORATION, LANDLORD
                                       AND
                    MARYLAND TELECOMMUNICATIONS, INC., TENANT

                                STORAGE BUILDING

Building construction consisting of two storage areas approximately 750 square
feet each. Wood frame building, stucco exterior painted to match Bayshore
Buildings, 10 foot eave height, fiberglass shingled roof. Each storage area to
include: one (1) roll-up door, one (1) entry door, one (1) double electric
outlet, six (6) eight foot (8') fluorescent strip fixtures with two (2) bulbs
per fixture, one (1) security light at entry door and one (1) security light at
roll-up door.

                          [STORAGE BUILDING FLOORPLAN]