<PAGE>

                                                                   Exhibit 10.24

                             OFFICE LEASE AGREEMENT

                                    BETWEEN

                         STREET RETAIL, INC., LANDLORD

                                      AND

                        OPNET TECHNOLOGIES, INC., TENANT

                              DATE:  May ___, 2000


                               TABLE OF CONTENTS
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Article/Section                                                                   Page Number

ARTICLE I REFERENCE PROVISIONS, DEFINITIONS AND EXHIBITS............................   1
  Section 1.01    Reference Provisions..............................................   1
                  A.  Leased Premises...............................................   1
                  B.  Term..........................................................   1
                  C.  Term Commencement Date........................................   1
                  D.  Termination Date..............................................   1
                  E.  Minimum Rent..................................................   1
                  F.  Security Deposit..............................................   1
                  G.  Rent Payments.................................................   1
                  H.  Notice Addresses..............................................   1
                  I.  Building......................................................   2
                  J.  Parking Spaces................................................   2
                  K.  Renewal Options...............................................   2
                  L.  Schedules and Exhibits........................................   2
  Section 1.02    Definitions.......................................................   2
                  A.  Common Areas..................................................   2
                  B.  Floor Area....................................................   2
                  C.  Interest......................................................   2
                  D.  Lease Year....................................................   2
                  E.  Partial Lease Year............................................   2
                  F.  Operating Year................................................   2
                  G.  Base Year.....................................................   2
                  H.  Person........................................................   3
                  I.  Additional Rent...............................................   3
                  J.  Rent..........................................................   3
                  K.  Tenant's Operating Costs Share................................   3
                  L.  Tenant's Tax Share............................................   3
                  M.  Base Operating Costs..........................................   3
                  N.  Base Taxes....................................................   3
                  O.  Building Hours................................................   3

ARTICLE II LEASED PREMISES..........................................................   3

ARTICLE III TERM....................................................................   3
  Section 3.01    Term..............................................................   3
  Section 3.02    End of Term.......................................................   5
  Section 3.03    Holding Over......................................................   5
  Section 3.04    Renewal...........................................................   5

ARTICLE IV USE AND OPERATION OF THE LEASED PREMISES.................................   6
  Section 4.01    Intentionally Deleted.............................................   6
  Section 4.02    Use...............................................................   6
  Section 4.03    Intentionally Deleted.............................................   7
  Section 4.04    Signs and Advertising.............................................   7

ARTICLE V RENT......................................................................   8
  Section 5.01    Rent Payable......................................................   8
  Section 5.02    Payment of Minimum Rent...........................................   9

ARTICLE VI COMMON AREAS.............................................................   9
  Section 6.01    Use of Common Areas...............................................   9
  Section 6.02    Management and Operation of Common Areas..........................   9
  Section 6.03    Tenant's Share of Operating Costs and Taxes.......................  10

ARTICLE VII SERVICES AND UTILITIES..................................................  13
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Article/Section                                                                   Page Number

ARTICLE VIII INDEMNITY AND INSURANCE................................................  15
  Section 8.01    Indemnity by Landlord and Tenant..................................  15
                  A.  Indemnity by Tenant...........................................  15
                  B.  Indemnity by Landlord.........................................  15
  Section 8.02    Landlord Not Responsible for Acts of Others.......................  15
  Section 8.03    Tenant's Insurance................................................  16
  Section 8.04    Tenant's Contractor's Insurance...................................  16
  Section 8.05    Policy Requirements...............................................  16
  Section 8.06    Increase in Insurance Premiums....................................  16
  Section 8.07    Waiver of Right of Recovery.......................................  16
  Section 8.08    Landlord's Insurance..............................................  17

ARTICLE IX CONSTRUCTION AND ALTERATIONS.............................................  17
  Section 9.01    Condition of Leased Premises Upon Delivery........................  17
  Section 9.03    Alterations.......................................................  17
  Section 9.04    Work Requirements.................................................  18
  Section 9.05    Ownership of Improvements.........................................  18
  Section 9.06    Removal of Tenant's Property......................................  18
  Section 9.07    Mechanic's Liens..................................................  18

ARTICLE X REPAIRS, MAINTENANCE, AND LANDLORD'S ACCESS...............................  19
  Section 10.01   Repairs by Landlord...............................................  19
  Section 10.02   Repairs and Maintenance by Tenant.................................  19
  Section 10.03   Inspections, Access and Emergency Repairs by Landlord.............  19
  Section 10.04   Landlord's Compliance with Laws...................................  19

ARTICLE XI CASUALTY.................................................................  19
  Section 11.01   Fire or Other Casualty............................................  19
  Section 11.02   Right to Terminate................................................  19
  Section 11.03   Landlord's Duty to Reconstruct....................................  20
  Section 11.04   Tenant's Duty to Reconstruct......................................  20

ARTICLE XII CONDEMNATION............................................................  20
  Section 12.01   Taking of Leased Premises.........................................  20
  Section 12.02   Taking of Building................................................  20
  Section 12.03   Condemnation Award................................................  21

ARTICLE XIII PARKING................................................................  21
  Section 13.01   Parking Rights....................................................  21
  Section 13.02   Parking Rules and Conditions......................................  21
  Section 13.03   Awning............................................................  21

ARTICLE XIV SUBORDINATION AND ATTORNMENT............................................  21
  Section 14.01   Subordination.....................................................  21
  Section 14.02   Attornment........................................................  22
  Section 14.03   Estoppel Certificate..............................................  22
  Section 14.04   Quiet Enjoyment...................................................  22

ARTICLE XV ASSIGNMENT AND SUBLETTING................................................  22

ARTICLE XVI DEFAULT AND REMEDIES....................................................  24
  Section 16.01   Default...........................................................  24
  Section 16.02   Remedies and Damages..............................................  24
  Section 16.03   Remedies Cumulative...............................................  25
  Section 16.04   Waiver............................................................  25

ARTICLE XVII MISCELLANEOUS PROVISIONS...............................................  26
  Section 17.01   Notices...........................................................  26
  Section 17.02   Recording.........................................................  26
  Section 17.03   Interest and Administrative Costs.................................  26
  Section 17.04   Legal Expenses....................................................  26
  Section 17.05   Successors and Assigns............................................  26
  Section 17.06   Limitation on Right of Recovery Against Landlord..................  26
  Section 17.07   Security Deposit..................................................  26
  A.           Amount...............................................................  26
  B.           Security.............................................................  26
                C.  Form............................................................  26
                D.  Right to Draw...................................................  27
                E.  Right to Pledge or Assign.......................................  27
                F.  Reservation of Rights...........................................  28
                G.  Reduction of Security Deposit...................................  28
</TABLE>
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Article/Section                                                                   Page Number

                H.  Return of Security Deposit......................................  28
 Section 17.08   Entire Agreement; No Representations; Modification.................  29
 Section 17.09   Severability.......................................................  29
 Section 17.10   Joint and Several Liability........................................  29
 Section 17.11   Broker's Commission................................................  29
 Section 17.12   Irrevocable Offer, No Option.......................................  29
 Section 17.13   Inability to Perform...............................................  29
 Section 17.14   Survival...........................................................  29
 Section 17.15   Corporate Tenants..................................................  29
 Section 17.16   Construction of Certain Terms......................................  29
 Section 17.17   Showing of Leased Premises.........................................  29
 Section 17.18   Relationship of Parties............................................  30
 Section 17.19   Intentionally Omitted..............................................  30
 Section 17.20   Choice of Law......................................................  30
 Section 17.21   Choice of Forum....................................................  30
 Section 17.22   Intentionally Omitted..............................................  30
 Section 17.23   Financial Statements...............................................  30
 Section 17.24   Time is of the Essence.............................................  30
 Section 17.25   Back-up Generator..................................................  30

ARTICLE XVIII Right of First Offer for Additional Space.............................  31
 Section 18.01   ROFO Space Within the Building.....................................  31
 Section 18.02   ROFO Space Outside the Building....................................  31

ARTICLE XIX ANTENNA RightS..........................................................  32
</TABLE>

               LIST OF DEFINITIONS
<TABLE>
<CAPTION>
<S>                                            <C>
Abatement Date...............................       5
Additional Rent..............................      29
Affiliate Notice.............................      24
Alterations..................................      17
Antennas.....................................      32
Availability Notice..........................      31
Back-up Generator............................      30
BOMA.........................................       2
Bovis........................................       3
Brokers......................................      29
Building Permit..............................       2
Casualty.....................................      19
Common Restrooms.............................       7
Concierge Desk...............................      14
Construction Documents.......................       2
CPI Percentage Increase......................       9
Default......................................      24
Delay Termination Date.......................       4
Escalation Date..............................       9
Excess Costs.................................       3
Expansion Notice.............................      31
Extension Options............................       5
Extension Terms..............................       5
First Extension Option.......................       5
First Extension Term.........................       5
Force Majeure................................       4
FRIT.........................................      16
General Contractor...........................       3
Holdover Minimum Rent........................       5
Holdover Occupancy...........................       5
HVAC.........................................      13
HVAC Rate....................................      13
Index........................................       9
Interest Rate................................      24
Landlord.....................................       1
Landlord's Agent.............................       1
Landlord's Indemnitees.......................      15
Latent Defect................................       4
Lease........................................       1
Leasehold Improvements.......................      18
Letter of Credit.............................      26
long leadtime items..........................       5
Market Rate..................................       5
Minimum Security Deposit.....................      28
Mortgage.....................................      21
Mortgagee....................................      21
Negotiation Period...........................       5
Notice.......................................      26
Operating Cost...............................      19
Operating Costs..............................      11
Operating Costs Statement....................      10
Outside Availability Notice..................      32
Outside Expansion Notice.....................      32
Outside ROFO Lease...........................      32
Outside ROFO Space...........................      32
Per Diem Base Rent...........................       5
Permitted Alterations Notice.................      18
Permitted Capital Expenditures...............      11
Permitted Exterior Signage...................       7
Plans........................................       2
Preliminary Plans............................       1
Premises Systems.............................       7
Property Manager.............................       1
Qualified Building...........................      32
Qualified Lender.............................      22
Qualified Tenant Affiliate...................      24
Reduction Date...............................      28
Released Parties.............................      16
Right of First Offer.........................  31, 32
ROFO Expansion Amendment.....................      31
ROFO Space...................................      31
Second Extension Option......................       5
Second Extension Term........................       5
Standard Shell Work..........................       3
Structured Parking Rate......................      21
Sublet Floor.................................      22
Substitute Tenant............................      25
Surface Parking Rate.........................      21
Sustained Profitability......................      28
Sustained Profitability Date.................      28
Taking.......................................      20
Taxes........................................      12
Tenant.......................................       1
Tenant Delay.................................       4
Tenant Work..................................       1
Tenant Work Allowance........................       5
</TABLE>
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                   LIST OF DEFINITIONS
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<CAPTION>
<S>                                            <C>
Tenant's Agent...............................       1
Tenant's Indemnitees.........................      15
Tenant's Insurance...........................      16
Tenant's Property............................      18
Tenant's Share of Operating Costs and Taxes..      10
Transfer.....................................      22
Transfer Response Failure Notice.............      23
Transferee...................................      22
Waiving Party................................      16
</TABLE>
<PAGE>

                             OFFICE LEASE AGREEMENT

     THIS OFFICE LEASE AGREEMENT (this "Lease") is made this _____ day of May,
2000, by and between STREET RETAIL, INC., a Maryland corporation ("Landlord"),
and OPNET TECHNOLOGIES, INC., a Delaware corporation ("Tenant").

     IN CONSIDERATION of the payments of rents and other charges provided for
herein and the covenants and conditions hereinafter set forth, Landlord and
Tenant hereby covenant and agree as follows:

                                   ARTICLE I

                 REFERENCE PROVISIONS, DEFINITIONS AND EXHIBITS

     As used in this Lease, the following terms shall have the meanings set
forth in Sections 1.01 and 1.02 below.

Section 1.01  Reference Provisions.

     A. Leased Premises. The premises consisting of a portion of the second
(2nd) floor and the entire rentable area on the third (3rd), fourth (4th) and
fifth (5th) floors (designated as Suites 250, 300, 400 and 500) of the Building
described in Section 1.01.I, below, as shown on the floor plan attached hereto
as Exhibits A-2, A-3, A-4 and A-5, and consisting of approximately sixty
thousand four hundred sixty-six (60,466) square feet of rentable office space,
as determined by Landlord's architect pursuant to the Building Owners and
Managers Association method of measurement (1996 edition).

     B.  Term.  Ten (10) Lease Years.

     C.  Term Commencement Date.  December 15, 2000.

     D.  Termination Date. The date that is the day immediately prior to the
tenth (10th) anniversary of the Term Commencement Date (provided, that, if such
date is not the last day of a month, then the Termination Date shall be the last
day of the month in which the tenth (10) anniversary of the Term Commencement
Date occurs), or any earlier date on which this Lease is terminated in
accordance with the provisions hereof.

     E.  Minimum Rent. Two Million Two Hundred Sixty-seven Thousand Four Hundred
Seventy-five and Zero/100 Dollars ($2,267,475.00) for the first Lease Year,
payable in twelve (12) equal monthly installments of One Hundred Eight-eight
Thousand Nine Hundred Fifty-six and Twenty-five/100 Dollars ($188,956.25) for
the first Lease Year, which shall be increased on each Escalation Date
(hereinafter defined) in accordance with the provisions of Section 5.02 hereof.

     F.  Security Deposit. Eighteen (18) month's Minimum Rent, being Three
Million Four Hundred One Thousand Two Hundred Twelve and Fifty/100 Dollars
($3,401,212.50), subject to reduction in accordance with Section 17.07(G)
hereof.

     G.  Rent Payments. The rent payments due herein shall be made payable to
Landlord at the following address:

                Street Retail, Inc. - Property 1032
                Department 0930
                McLean, Virginia  22109-0930
                Attention: Legal Department

     H.  Notice Addresses.

         TO LANDLORD:                Street Retail, Inc.
                                     1626 East Jefferson Street
                                     Rockville, Maryland  20852-4041
                                     Attention:  Legal Department
         TO TENANT:
         Prior to taking occupancy:  OPNET Technologies, Inc.
                                     3007 Tilden Street, N.W.
                                     Washington, D.C.  20008
                                     Attention:  Mr. Joseph Greeves

         Following occupancy:        OPNET Technologies, Inc.
                                     7255 Woodmont Avenue
                                     Bethesda, Maryland
                                     Attention:  Mr. Joseph Greeves

         With a copy to:             Hale and Dorr LLP
                                     1455 Pennsylvania Avenue, N.W.
                                     Washington, D.C.  20004
                                     Attention:  William F. Leahy, Esquire
<PAGE>

     I.  Building. That certain building, consisting of 130,024 square feet of
rentable office, theater and retail space (the office portion of which has been
measured in accordance with the Building Owners and Managers Association method
of measurement (1996 edition) ("BOMA")) and currently having street addresses of
7235-7271 Woodmont Avenue (with the office portion thereof having an address of
7255 Woodmont Avenue), in the City of Bethesda, County of Montgomery, in the
State of Maryland, including the land upon which the Building is situated (the
legal description of which is set forth on Exhibit A-1).

     J.  Parking Spaces. One (1) monthly parking contract for every one thousand
(1,000) square feet of rentable area of the Leased Premises.

     K.  Renewal Options. Two (2) five (5)-year options, as provided in Section
3.04 hereof.

     L.  Schedules and Exhibits. The schedules and exhibits listed below are
attached to this Lease and are hereby incorporated in and made a part of this
Lease.

                Exhibit A-1  Legal Description of the Land
                Exhibit A-2  Second Floor Plan
                Exhibit A-3  Third Floor Plan
                Exhibit A-4  Fourth Floor Plan
                Exhibit A-5  Fifth Floor Plan
                Exhibit B    Work Agreement
                Exhibit C    Rules and Regulations
                Exhibit D    Rules for Tenant's Contractors
                Exhibit E    Traffic Mitigation Agreement
                Exhibit F    Required Minimum Standards for Tenant Work
                Exhibit G    Base Building Shell Definition and Core Area Build-
                             out and Finishes
                Exhibit H    Additional Exclusions to Operating Costs
                Exhibit I    Current Qualified Buildings
                Exhibit J    Form of Letter of Credit
                Exhibit K    Location and Parameters of Permitted Exterior
                             Signage
                Exhibit L    Location of Awning
                Exhibit M    Cleaning Specifications
                Exhibit N    HVAC Specifications
                Exhibit O    Location and Designation of Parking Spaces

Section 1.02  Definitions.

     A.  Common Areas. Any existing or future improvements, equipment, areas
and/or spaces for the non-exclusive, common and joint use or benefit of
Landlord, Tenant and other tenants, occupants and users of the Building. The
Common Areas include without limitation sidewalks, roofs, gutters and
downspouts, parking areas, access roads, driveways, landscaped areas, service
drives and service roads, traffic islands, loading and service areas, stairs,
landings, ramps, elevators, escalators, utility and mechanical rooms and
equipment, corridors, lobbies, public washrooms, and other similar areas and
improvements.

     B.  Floor Area. When used with respect to the Leased Premises, the number
of rentable square feet set forth in Section 1.01.A, above, which the Leased
Premises shall be deemed to contain. When used with respect to any other space
in the Building, Floor Area shall mean the number of rentable square feet of
such space as reasonably determined by Landlord; provided, however, when used
with respect to any other office space in the Building, Floor Area shall mean
the number of rentable square feet of such space as reasonably determined by
Landlord in accordance with BOMA.

     C.  Interest.  A rate per annum of twelve percent (12%).

     D.  Lease Year. Each twelve (12) month period beginning with the Term
Commencement Date, and each anniversary thereof, provided the Term Commencement
Date occurs on the first day of a month. If the Term Commencement Date occurs on
a day other than the first day of a month, then the first Lease Year shall begin
on the Term Commencement Date and shall terminate on the last day of the twelfth
(12th) full calendar month after the Term Commencement Date. Each subsequent
Lease Year shall commence on the date immediately following the last day of the
preceding Lease Year and shall continue for a period of twelve (12) full
calendar months, except that the last Lease Year of the Term shall terminate on
the date this Lease expires or is otherwise terminated.

     E.  Partial Lease Year. Any period during the Term which is less than a
full Lease Year.

     F.  Operating Year. Each respective calendar year or part thereof during
the Term of this Lease or any renewal thereof, or at the option of Landlord, any
other twelve month period or part thereof designed by Landlord.

     G.  Base Year.  The calendar year commencing January 1, 2001.
<PAGE>

     H.  Person. An individual, firm, partnership, association, corporation,
limited liability company, or any other legal entity.

     I.  Additional Rent. All sums payable by Tenant to Landlord under this
Lease, other than Minimum Rent.,

     J.  Rent.  Minimum Rent plus Additional Rent.

     K.  Tenant's Operating Costs Share. Shall mean a fraction, the numerator of
which is the Floor Area of the Leased Premises and the denominator of which is
the total Floor Area of the office portion of the Building, which is 77,591
rentable square feet, as measured in accordance with BOMA.

     L.  Tenant's Tax Share. Shall mean a fraction, the numerator of which is
the Floor Area of the Leased Premises (as measured in accordance with BOMA) and
the denominator of which is the total Floor Area of the office and retail
portions of the Building, which is 130,029 rentable square feet.

     M.  Base Operating Costs.  The Operating Costs for the Base Year.

     N.  Base Taxes.  Taxes applicable to the first Lease Year.

     O.  Building Hours. At least from 8:00 a.m. until 6:00 p.m. on weekdays
(excluding holidays) and from 9:00 a.m. until 1:00 p.m. on Saturdays (excluding
holidays).

                                  ARTICLE II

                                LEASED PREMISES

     Landlord demises and leases to Tenant, and Tenant leases and takes from
Landlord, the Leased Premises together with the right to use for ingress to and
egress from the Leased Premises, in common with others, the Common Areas.
Landlord has the exclusive right, subject to any express limitation set forth in
Section 4.04 and Article XIX hereof, to (i) use the exterior faces of all
perimeter walls of the Building, the roof and all air space above the Building
and (ii) install, maintain, use, repair and replace pipes, ducts, cables,
conduits, plumbing, vents, utility lines and wires to, in, through, above and
below the Leased Premises and other parts of the Building.  Tenant, or a
registered architect selected by Tenant, shall have the right to access, review
and remeasure the Leased Premises prior to the Term Commencement Date.  Tenant
shall deliver such calculation to Landlord.  If the rentable area for the Leased
Premises determined by Tenant's architect differs by two percent (2%) or less
(higher or lower) from Landlord's figure, then Landlord's figure shall be
controlling.  If the rentable area figure determined by Tenant's architect
differs by more than two (2%) (higher or lower) from Landlord's figure, then
Landlord and Tenant shall endeavor to resolve such discrepancy.  If Landlord and
Tenant are not able to resolve such discrepancy, then Landlord and Tenant shall
jointly appoint an independent architect to resolve such discrepancy and the
determination of such independent architect shall be binding on both Landlord
and Tenant.  During any such dispute Tenant shall pay Minimum Rent to Landlord
based on Landlord's determination.  The cost of any such independent architect
shall be shared equally by Landlord and Tenant.  If the square footage is
adjusted pursuant to this Article II, then the Minimum Rent, Tenant's Operating
Costs Share, Tenant's Tax Share, the Tenant Work Allowance (as defined in the
Work Agreement attached hereto as Exhibit B) and any other amounts or terms in
this Lease which are based upon the square footage of the Leased Premises shall
be retroactively adjusted to reflect such square footage as of the Term
Commencement Date.  If Tenant makes any payment of Minimum Rent prior to the
final determination of the rentable square feet of space of the Leased Premises,
and the amount of Minimum Rent payable for such period exceeds the amount
previously paid by Tenant, Tenant shall pay the amount of such excess to
Landlord within thirty (30) days of written demand thereof from Landlord.  If
the amount of Minimum Rent payable for such period is less than the amount
theretofore paid by Tenant, Landlord shall credit the same to the next payment
of Minimum Rent due hereunder.

                                  ARTICLE III

                                     TERM

Section 3.01  Term.

     A.  This Lease shall be effective as of the date hereof. The Term shall
commence on the Term Commencement Date specified in Section 1.01.C., above
(except as expressly set forth in Section 3.01B hereof), and shall be for the
period time specified in Section 1.01.B., above, and expire on the Termination
Date specified in Section 1.01.D, above.

     B.  In the event that the Leased Premises are not substantially completed,
or Landlord is otherwise unable to tender possession of the Leased Premises to
Tenant, by the Term Commencement Date for any reason or cause, other than as a
result of a Tenant Delay (as defined in Exhibit B), then the Term Commencement
Date shall be delayed and shall be the earlier of (i) the date that any portion
of the Leased Premises are occupied by Tenant, or (ii) the day that the Leased
Premises are substantially completed (as defined in Section 3.01.C, below).  In
the event the Term Commencement Date is so delayed, Landlord shall not be liable
or responsible for any claims, damages, or liabilities by reason of such delay.
Notwithstanding the foregoing, in the event that the Leased Premises are not
substantially completed, or Landlord is otherwise unable to tender possession of
the Leased Premises to Tenant, by
<PAGE>

the Term Commencement Date as a result of a Tenant Delay, then the Term
Commencement Date and all the obligations of Tenant hereunder, including, but
not limited to, the obligations of Tenant to pay Minimum Rent and Additional
Rent, shall not be delayed and shall begin on the date that in the reasonable
judgement of Landlord the Leased Premises would have been substantially complete
but for such Tenant Delay. At Landlord's request, Tenant shall promptly enter
into one or more supplementary written agreements specifying or confirming the
Term Commencement Date and Termination Date.

     C.  For purposes of this Lease, the Leased Premises shall be deemed
substantially completed when (i) all items of Tenant Work (excluding long
leadtime items that constitute items of Tenant Delay pursuant to Exhibit B
attached hereto) have been completed subject only to the completion of punchlist
items of work which do not substantially interfere with Tenant's intended use of
the Leased Premises,  (i) all items of Standard Shell Work (as defined in
Exhibit B hereof) have been completed, except for such items thereof that do not
substantially interfere with Tenant's access to the Leased Premises or use of
the Leased Premises; (iii) the Building's parking garage shall be sufficiently
complete for Tenant to access and use such garage; and (iv) all governmental
requirements applicable to the occupancy of the Leased Premises are satisfied.
The satisfaction of all governmental requirements shall be deemed to exist if a
certificate of occupancy for the Leased Premises has been issued by any
governmental authority having jurisdiction over the Leased Premises; provided,
however that no such certificate of occupancy shall be required for the Leased
Premises to be substantially complete if (i) occupancy of the Leased Premises is
permitted without the issuance of a certificate of occupancy, as long as the
requirements for the issuance thereof have been satisfied, or (ii) Landlord is
unable to obtain such certificate of occupancy as a result of any act or
omission of Tenant or Tenant's contractors or vendors, including without
limitation, as a result of any systems furniture or any work to be installed or
constructed by Tenant or Tenant's contractors or vendors not being complete at
the time that the Leased Premises would otherwise be substantially complete.  If
Tenant requests in writing, on or before the date that the Construction
Documents are required to be delivered to Landlord (pursuant to Paragraph
2(A)(v) of Exhibit B hereof) that Landlord identify the long lead items depicted
on the construction documents, then on or before the date that Landlord submits
to Tenant written estimates of the cost of the Tenant Work (pursuant to
Paragraph 3(A)(i) of Exhibit B hereof), Landlord shall identify such items that
are clearly depicted on the construction documents that Landlord is then aware
are long leadtime items.  Landlord shall request that the General Contractor
(hereinafter defined) identify to Landlord, at the time it provides its estimate
of the cost of the Tenant Work pursuant to Paragraph 3(A)(i) of Exhibit B
attached hereto, those items that are clearly depicted on the construction
documents that such General Contractor is then aware are long lead items.

     D.  Within five (5) days after the occurrence of the Term Commencement
Date, Landlord and Tenant shall execute an amendment to the Lease setting forth
the Term Commencement Date and Termination Date. In the event that prior to the
Term Commencement Date any floor(s) of the Leased Premises are occupied by
Tenant (in whole or part), then with respect to such floor(s), Tenant's tenancy
thereof shall be by the day and shall be deemed to have commenced as of such
date and all of Tenant's obligations hereunder shall commence as of the date
that is the first day of such occupancy; provided, however, that for each such
day prior to the Term Commencement Date, Tenant shall be responsible for paying
Minimum Rent only for such floor(s) (such Minimum Rent to be calculated as the
rentable square feet of such floor(s) times the per square foot rate payable
hereunder during Lease Year 1 as set forth in Section 1.01.E, pro rated for the
number of days in such tenancy). The foregoing sentence shall not be deemed to
imply a right of Tenant to occupy any floor of the Leased Premises prior to the
date that the Tenant Work for such floor is substantially complete and Landlord
notifies Tenant thereof.

     E.  If the Tenant Work, to be built by Landlord pursuant to Exhibit B, for
the Leased Premises is not substantially completed on or before the Delay
Termination Date, then Tenant shall have the right to terminate this Lease by
delivering to Landlord, no later than ten (10) days after such Delay Termination
Date, fifteen (15) days prior written notice of such termination. In the event
the Leased Premises are substantially completed on or before the expiration of
such fifteen (15)-day period, such right of termination shall be deemed to be
void and without effect. In the event the Leased Premises are not substantially
completed on or before the expiration of such fifteen (15)-day period, this
Lease shall immediately terminate. The "Delay Termination Date" shall mean the
date that is one hundred eight (180) days after the Term Commencement Date set
forth in Section 1.01.C, which Delay Termination Date shall be extended by one
(1) day for each day that substantial completion of the Leased Premises is
delayed as a result of any Tenant Delay or Force Majeure. "Force Majeure" shall
mean acts of God, strikes, sabotage, acts of war, fire and casualty, legal
requirements, government restrictions or controls on construction, unusual
shortages or inability to obtain labor, materials or equipment, energy shortage,
the failure of the applicable governmental authority to issue any building
permit required for the Standard Shell Work or Tenant Work within thirty (30)
days after Landlord has submitted to the appropriate authority an application
for such building permit, the failure of the applicable governmental authority
to conduct inspections required in connection with the Standard Shell Work or
the Tenant Work, and issue its approval or disapproval thereof, within three (3)
business days after Landlord has submitted to the appropriate authority a
request for the applicable inspection, the failure of the applicable
governmental authority to issue any required certificate or approval for
Tenant's occupancy of the Leased Premises (including without limitation a
certificate of occupancy for the Leased Premises) within five (5) business days
after Landlord has submitted to the appropriate authority an application for the
applicable certificate or approval, the request for any long leadtime items (as
defined in Paragraph 7 of the Work Agreement attached hereto as Exhibit B) that
are not items of Tenant Delay pursuant to Paragraph 7 of the Work Agreement, or
any causes beyond the reasonable control of Landlord.

     F.  In the event that the Tenant Work, to be built by Landlord pursuant to
Exhibit B hereof, for any floor of the Leased Premises is not substantially
completed by Landlord on or before the Abatement Date (hereinafter defined),
then in addition to the delay in the Term Commencement Date set forth in Section
3.01.B hereof, Tenant shall be entitled to an abatement of one (1) day of
Minimum Rent applicable
<PAGE>

to such floor (the "Per Diem Base Rent") for each day that substantial
completion of the Tenant Work for such floor is delayed beyond the Abatement
Date. The Per Diem Base Rent for each floor shall be (i) the rentable square
footage of such floor, times (ii) the per square foot rate payable hereunder
during Lease Year 1, as set forth in Section 1.01.E, divided by (iii) three
hundred sixty-five (365). The "Abatement Date" shall be the date that is sixty
(60) days after the Term Commencement Date set forth in Section 1.01.C, which
Abatement Date shall be extended by one day for each day that substantial
completion of the Tenant Work for such floor is delayed as a result of a Tenant
Delay or an event of Force Majeure.

Section 3.02  End of Term. This Lease shall terminate on the Termination Date
without the necessity of notice from either Landlord or Tenant. Upon the
Termination Date, Tenant shall quit and surrender to Landlord the Leased
Premises, broom-clean, in good order and condition, ordinary wear and tear
excepted; and shall surrender to Landlord all keys and access cards, if
applicable, to or for the Leased Premises.

Section 3.03  Holding Over. If Tenant fails to vacate the Leased Premises on the
Termination Date, Landlord shall have the benefit of all provisions of law
respecting the speedy recovery of possession of the Leased Premises (whether by
summary proceedings or otherwise). In addition to and not in limitation of the
foregoing, occupancy subsequent to the Termination Date ("Holdover Occupancy")
shall be a tenancy at will. Holdover Occupancy shall be subject to all terms,
covenants, and conditions of this Lease (including those requiring payment of
Additional Rent), except that the Minimum Rent for each day that Tenant holds
over ("Holdover Minimum Rent") shall be equal to one and one-half (1 1/2) times
the per diem Minimum Rent payable in the last Lease Year. Landlord also shall be
entitled to recover all damages, including lost business opportunity regarding
any prospective tenant(s) for the Leased Premises, suffered by Landlord as a
result of Tenant's Holdover Occupancy; provided, however, Landlord shall waive
its right to such damages if Tenant vacates and surrenders to Landlord the
Leased Premises in the condition required pursuant to this Lease on or before
the date that is forty-five (45) days after the expiration of the Term.

Section 3.04  Renewal.

     A.  Landlord grants Tenant the options (together referred to as the
"Extension Options," and individually sometimes referred to as an "Extension
Option") to extend the Term for up to two (2) consecutive periods, the first of
which (the "First Extension Option") shall be for five (5) years (the "First
Extension Term") and the second of which (the "Second Extension Option") shall
be for five (5) years (the "Second Extension Term") (together sometimes referred
to as the "Extension Terms"). Tenant shall have no right to an extension of the
Term if at the time Tenant seeks to exercise the applicable Extension Option, or
at the time the applicable Extension Term would have otherwise commenced, Tenant
(i) has then assigned this Lease (other than to a Qualified Tenant Affiliate) or
sublet more than fifty percent (50%) of the Leased Premises (other than to a
Qualified Tenant Affiliate); (ii) is then in Default; or (iii) has been in
Default under this Lease two (2) or more times in the prior thirty-six (36)
month period. In addition, Tenant shall have no right to exercise the Second
Extension Option unless the First Extension Option has been exercised and this
Lease is otherwise in full force and effect. To exercise the First Extension
Option, Tenant shall give notice of its exercise to Landlord not earlier than
eighteen (18) months prior to the Termination Date and not later than twelve
(12) months prior to the Termination Date, and to exercise the Second Extension
Option, Tenant shall give notice of its exercise to Landlord not earlier than
eighteen (18) months prior to the expiration of the First Extension Term and not
later than twelve (12) months prior to the expiration of the First Extension
Term. If Tenant is entitled to and gives Landlord notice in accordance with the
terms of this Section, the Term shall be extended for the period of the
applicable Extension Term commencing on the day after expiration of the initial
Term in the case of the First Extension Term, and on the day after the
expiration of the First Extension Term in the case of the Second Extension Term,
and except as set forth below in this Section, shall be on the same terms and
condition as are set forth in this Lease. Minimum Rent during the extended Term
shall be the then-current (i.e., as of the commencement of the applicable
Extension Term) market rent for renewal tenants in first-class office properties
of comparable quality and character to the Building in Bethesda, Maryland,
taking into consideration market concessions, allowances and other relevant
factors applicable to renewal tenant at such time (the "Market Rate"), but in no
event less than ninety percent (90%) of the Minimum Rent payable as of the
Termination Date in the case of the First Extension Term and in no event less
than ninety percent (90%) of the Minimum Rent payable as of the expiration of
the First Extension Term in the case of the Second Extension Term, with
subsequent escalations in Minimum Rent thereafter to be determined by market
practice with respect to comparable space, as such Minimum Rent is reasonably
determined by Landlord (and notice thereof delivered to Tenant on or before the
date that is the later of (i) sixty (60) days after Tenant's notice of exercise
of the applicable Extension Option or (ii) thirteen (13) months prior to the
applicable Extension Term).

     B.  If Tenant disagrees with Landlord's determination of Minimum Rent for
any Extension Term, Tenant shall give Landlord notice of objection within
fifteen (15) days after Tenant receives Landlord's notice of Landlord's Minimum
Rent determination; otherwise Landlord's determination shall be deemed
conclusive. If Tenant timely delivers to Landlord such notice of objection as
provided above, then Landlord and Tenant shall negotiate in good faith to
determine the amount of Minimum Rent within ten (10) days of the date of
Landlord's receipt of Tenant's written notice of objection (the "Negotiation
Period").

     C.  In the event Landlord and Tenant are unable to agree upon the Minimum
Rent for the applicable Extension Term within the Negotiation Period, then
either Landlord or Tenant shall be entitled to elect to proceed with the binding
arbitration process set forth below by delivering written notice of such
election to the other party within twenty (20) days after the expiration of the
Negotiation Period. If either party timely elects to proceed with binding
arbitration, then the Minimum Rent for the applicable Extension Term shall be
based upon the Market Rate for renewal tenants in first-class office properties
of comparable quality
<PAGE>

and character to the Building in Montgomery County, Maryland (taking into
consideration market concessions, allowances and other relevant factors
applicable to renewal tenant at such time), as determined by binding arbitration
in accordance with the following procedures. Within fifteen (15) days after
either party first delivers notice to the other party of its election to proceed
to binding arbitration, Landlord and Tenant shall each select a real estate
broker (based on the criteria set forth in Section 3.04.D hereof). Within twenty
(20) days of their selection, each broker shall make a written determination of
the Market Rate for the Extension Term. All determinations of the Market Rate
shall be in writing. The party appointing each broker shall be obligated,
promptly after receipt of the valuation report prepared by the broker appointed
by such party, to deliver a copy of such valuation report to an escrow agent
who, after receiving both valuation reports, shall del iver each party's
valuation report to the other party. If the Market Rate determination of the
broker designated by Landlord is within five percent (5%) of the Market Rate
determination of the broker designated by Tenant, then the Minimum Rent for the
applicable Extension Term shall be the average of the two Minimum Rent
determinations for the Extension Term. If the Market Rate determinations of
these two brokers vary by more than five percent (5%), then a third broker shall
be selected by the initial two brokers within fifteen (15) business days after
the initial two valuation reports have been delivered to the parties (the third
broker also having the qualifications set forth in Section 1.D(iv) below). If a
third broker is appointed, the third broker shall review the valuation reports
of the initial two brokers and select the one of the initial two valuation
reports that most closely reflects the Market Rate for the applicable Extension
Term. The third broker shall promptly deliver a report of his determination to
each of the parties. The determination of the Market Rate for the applicable
Extension Term pursuant to this Section 3.04.C hereof (but in no event less than
ninety percent (90%) of the Minimum Rent payable as of the Termination Date in
the case of the First Extension Term and in no event less than ninety percent
(90%) of the Minimum Rent payable as of the expiration of the First Extension
Term in the case of the Second Extension Term) shall be final and binding upon
Landlord and Tenant. The expenses of each of the first two brokers appointed
under this Section 3.04.C shall be borne by the party appointing such broker.
The expenses of the third broker appointed under this Section 3.04.C shall be
paid one-half (1/2) by Landlord and one-half (1/2) by Tenant.

     D.  The real estate brokers selected by Landlord and Tenant shall have the
following qualifications:  (i) must be a independent and licensed real estate
broker in the State of Maryland; (ii) must have a minimum of ten (10) years'
experience in commercial office leasing in the Montgomery County, Maryland area;
(iii) must be an active broker in the Montgomery County, Maryland area and known
for commercial office expertise; (iv) in the case of the third broker only, must
have experience representing both landlords and tenants; (v) in the case of the
third broker only, is not then representing either Landlord or Tenant; and (vi)
in the case of the third broker only, shall not have been involved in any
disputes with Landlord, Tenant or any of the other brokers.  In the event that
real estate brokers with the qualifications described in this Section 3.04.D are
unavailable, qualified consultants with similar qualifications may be
substitutes.

     E.  An amendment modifying this Lease to set forth the Minimum Rent for the
Leased Premises during the applicable Extension Term shall be executed by
Landlord and Tenant within ten (10) days of Landlord's determination thereof, of
the parties' agreement thereto (if applicable) or of the determination of the
Minimum Rent by the brokers pursuant to Section 3.04.C hereof.  In the event
that (i) Tenant and Landlord fail to agree on the Minimum Rent for the Extension
Term within the Negotiation Period, and neither Landlord nor Tenant timely
elects to proceed with binding arbitration, or (ii) any of the conditions set
forth in Section 3.04.A, above are not satisfied, then, at Landlord's option,
this extension option shall be null, void and of no further force or effect and
this Lease shall end on the date otherwise scheduled for expiration thereof,
unless earlier terminated in accordance with the terms thereof. Tenant shall
have no further right or option to extend the Term.  Time is of the essence with
respect to this Section 3.04.

                                  ARTICLE IV

                   USE AND OPERATION OF THE LEASED PREMISES

Section 4.01  Intentionally Deleted.

Section 4.02  Use.

     A.  Tenant shall use the Leased Premises solely for general office use, and
for no other purpose.

     B.  Tenant shall comply with all statutes, laws, rules, orders, regulations
and ordinances affecting the Leased Premises or relating to the use, occupancy
or alteration thereof and all the orders or recommendations of any insurance
underwriters, insurance rating bureau or any insurance companies providing
insurance to Landlord.  Except as may otherwise be provided in this Lease,
Tenant shall not be required to make any alterations outside of the Leased
Premises or to any base Building systems or to the Common Restrooms (hereinafter
defined) in order to comply with the any of the foregoing requirements;
provided, however, that, if Landlord makes any alteration to any part of the
Building as a result of any damage or alteration to the Leased Premises caused
or made by or on behalf of Tenant or in order to comply with any requirement of
any statutes, laws, rules, orders, regulations and ordinances and such
requirement is a result of Tenant's particular business or use of the Leased
Premises, then Tenant shall reimburse Landlord upon demand for the cost thereof.
For purposes of this Lease, the base Building HVAC ducts, VAV boxes, central air
handlers, that portion of the electrical system the supplies power to the main
electrical closet serving the Leased Premises, and that portion of the plumbing
system that supplies water and sewage service to the existing bathrooms and wet
stacks serving the Leased Premises and the vertical main sprinkler line for the
Building shall be part of the base Building systems in the Leased Premises.  All
other electrical, mechanical, plumbing and any other systems within the Leased
Premises or exclusively
<PAGE>

servicing the Leased Premises, including without limitation, any supplemental
HVAC systems exclusively servicing the Leased Premises and telecommunication
systems (the "Premises Systems") shall not be part of the base Building systems
and shall be the sole responsibility of Tenant to repair and maintain in a
manner that is reasonably comparable to other similar first class office
buildings in the Montgomery County, Maryland area of a similar location, size
and age. "Common Restrooms" shall mean the restrooms (but not any private
restrooms) located on any floor of the Building that is occupied entirely by
Tenant, to the extent such restrooms would have been part of the common area of
the Building had Tenant not occupied such entire floor. In no event shall Tenant
use the Leased Premises for purposes which are prohibited by zoning or similar
laws or regulations, or covenants, conditions or restrictions (provided that
with respect to any covenants conditions or restrictions that are not of record
as of the date hereof, Tenant shall have received written notice thereof).
Tenant acknowledges and agrees it is solely responsible for determining if its
business complies with the applicable zoning regulations, and that Landlord
makes no representation (explicit or implied) concerning such zoning
regulations. It is specifically understood and agreed that this Lease and
Tenant's use of the Leased Premises, the Common Areas and the Building shall be
subject to the Traffic Mitigation Agreement which is attached hereto as Exhibit
E. Tenant hereby acknowledges that it has reviewed such Exhibit E, and that
Tenant shall cooperate with Landlord's obligations, including without
limitation, the trip reduction measures, as set forth in the Traffic Mitigation
Agreement.

     C.  Tenant shall, at its sole expense:  (i) keep the Leased Premises in a
good order and condition consistent with the operation of similar first-class
office buildings in the Montgomery County, Maryland area; (ii) pay before
delinquency any and all taxes, assessments and public charges levied, assessed
or imposed upon Tenant's business, upon the leasehold estate created by this
Lease or upon Tenant's fixtures, furnishings or equipment in the Leased
Premises; (iii) not use or permit or suffer the use of any portion of the Leased
Premises for any unlawful purpose; (iv) not use the plumbing facilities for any
purpose other than that for which they were constructed, or dispose of any
foreign substances therein; (v) not place a live load on any floor exceeding 100
pounds per square foot, and not install, operate or maintain in the Leased
Premises any heavy item of equipment except in such manner as to achieve a
proper distribution of weight; (vi) not strip, overload, damage or deface the
Leased Premises, or the hallways, stairways, elevators, parking facilities or
other public areas of the Building, or the fixtures therein or used therewith,
nor permit any hole (except in connection with hanging customary weight pictures
and similar office decorations on the walls of the Leased Premises) to be made
in any of the same; (vii) not to move any furniture or equipment into or out of
the Leased Premises except at such reasonable times and in such manner as
Landlord may from time to time reasonably approve; (viii) not install or operate
in the Leased Premises any electrical heating, air conditioning or refrigeration
equipment, or other equipment not shown on approved plans which will increase
the amount of electricity required for use of the Leased Premises as general
office space (other than ordinary office kitchenette appliances customarily
found in first-class office buildings in Montgomery County, Maryland and office
equipment such as personal computers, printers, copiers and the like) without
first obtaining the written consent of Landlord; (ix) not install any other
equipment of any kind or nature which will or may necessitate any changes,
replacements or additions to, or in the use of, the water, heating, plumbing,
air conditioning or electrical systems of the Leased Premises or the Building,
without first obtaining the written consent of Landlord.

     D.  In addition to and not in limitation of the other restrictions on use
of the Leased Premises set forth in this Section 4.02, Tenant hereby agrees that
the following uses of the Leased Premises shall not be considered to be "office
use" and shall not be permitted:  (1) any use of the Leased Premises by an
organization or person enjoying sovereign or diplomatic immunity; (2) any use of
the Leased Premises by or for any medical, mental health or dental practice; (3)
any use of the Leased Premises by or for an employment agency or bureau; (4) any
use of the Leased Premises for classroom purposes (other than for training
purposes for employees, vendors and customers provided that in no event shall
the area of the training facilities be more than fifteen percent (15%) of the
rentable square feet in the Leased Premises); (5) any use of the Leased Premises
by or for any user which distributes governmental or other payments, benefits or
information to persons that personally appear at the Leased Premises; (6) any
other use of the Leased Premises or any portion of the Building by any user that
will attract a volume, frequency or type of visitor or employee to the Leased
Premises or any portion of the Building which is not consistent with the
standards of a high quality, first-class, office building in the general area of
the Building or that will in any way impose an excessive demand or use on the
facilities or services of the Leased Premises or the Building.

Section 4.03  Intentionally Deleted.

Section 4.04  Signs and Advertising. Except for the Permitted Exterior Signage
(hereinafter defined), Tenant shall not inscribe, paint, affix, or otherwise
display any sign, advertisement or notice on any part of the outside or inside
of the Building. Landlord shall provide, at the cost of Tenant, standard suite
entry signage, if applicable, to be affixed at the entrance to the Leased
Premises. Landlord shall also prepare and install at Tenant's expense a name
plate designating Tenant on the directory for the Building. Landlord shall not
unreasonably withhold its consent to any signage in the lobby of the Leased
Premises on any floor that is entirely occupied by Tenant, provided that such
signage is consistent with a first-class office building in Montgomery County,
Maryland. If any other signs, advertisements or notices are painted, affixed, or
otherwise displayed without the prior approval of Landlord, Landlord shall have
the right to remove the same, and Tenant shall be liable for any and all costs
and expenses incurred by Landlord in such removal. Tenant, at Tenant's sole cost
and expense, shall have the right to install one (1) sign at the top of the
Building and one (1) plaque by the main entrance to the Building (in the
locations and subject to the parameters set forth on Exhibit K ) identifying
"OPNET Technologies, Inc." (or similar trade name of Tenant) as a tenant of the
Building (collectively, the "Permitted Exterior Signage"), provided that (i) the
Permitted Exterior Signage is permitted under the laws, rules and regulations of
the Montgomery County,
<PAGE>

Maryland and any other governmental authorities having appropriate jurisdiction
over the Building; (ii) the Permitted Exterior Signage conforms to all such
laws, rules and regulations, and to the terms and conditions hereinafter set
forth; (iii) Tenant has obtained all permits, licenses and approvals that may be
required in order to install the Permitted Exterior Signage; and (iv) Tenant has
not assigned this Lease (other than to a Qualified Tenant Affiliate) and is
occupying at least two (2) full floors (i.e., all the rentable area on such
floors) of the Building. The exact design, location, dimensions and style of the
Permitted Exterior Signage shall be subject to Landlord's prior review and prior
written approval exercised in good faith; provided that such approval shall not
be unreasonably withheld, conditioned or delayed if such design, location,
dimensions and style of the Permitted Exterior Signage is consistent with
Exhibit K hereof. The Permitted Exterior Signage may be illuminated, provided
that such sign is not internally illuminated, and the Permitted Exterior Signage
shall not be a "box sign." The quality of the installation of the Permitted
Exterior Signage is extremely important to Landlord, and Landlord reserves the
right to approve in its sole discretion the manner in which the sign is affixed.
In order to obtain Landlord's approval, Tenant must submit to Landlord for
Landlord's approval samples of materials to be used for the Permitted Exterior
Signage (showing, among other things, the thickness thereof), samples of any
colors used for the Permitted Exterior Signage, complete shop drawings of the
Permitted Exterior Signage and plans and specifications for the actual
construction and attachment of the Permitted Exterior Signage and any
illumination thereof. All Permitted Exterior Signage shall be installed by a
contractor selected by Tenant and reasonably approved by Landlord and maintained
by a contractor reasonably acceptable to Landlord. On or before the end of the
Term, or in the event that Tenant assigns this Lease (other than to a Qualified
Tenant Affiliate) or Tenant or such Qualified Tenant Affiliate occupies less
than fifty-one percent (51%) of the total rentable square feet of the office
portion of the Building (by reason of a sublet of all or a portion of the Leased
Premises or otherwise), Tenant shall, at its expense, have a contractor selected
by Landlord remove the Permitted Exterior Signage and repair the Building
affected thereby to the condition such part of the Building was in at the time
such Permitted Exterior Signage was installed. Tenant hereby agrees to indemnify
and hold Landlord and its agents, officers, directors and employees harmless
from and against any cost, damage, claim, liability or expense (including
reasonable attorneys' fees) incurred by or claimed against Landlord and its
agents, officers, directors and employees, directly or indirectly, as a result
of or in any way arising from the installation and maintenance of any Permitted
Exterior Signage. Tenant shall obtain property insurance coverage for such
Permitted Exterior Signage and such Permitted Exterior Signage. Tenant's rights
under this Section 4.04 are personal to OPNET Technologies, Inc., and no
assignee (other than to a Qualified Tenant Affiliate in connection with an
assignment of this Lease) or sublessee of Tenant shall have any signage rights
hereunder. Tenant will pay for all costs associated with the Permitted Exterior
Signage, including without limitation all design, construction, installation and
permitting costs as well as all ongoing maintenance, repair and removal costs.
So long as Tenant is leasing more than fifty thousand (50,000) square feet of
rentable area in the Building and Tenant (or a Tenant Affiliate) is occupying at
least two (2) full floors (i.e., all the rentable area on such floors) of the
Building, Landlord shall not permit any other office tenant of the Building to
have signage on the exterior facade of the Building. Notwithstanding the
foregoing, Landlord shall be permitted to grant retail tenants of the Building
signage on the Building; provided, however, that, except with respect to any
signage for the theater, Landlord shall not permit any other tenant of the
Building to have signage above the third (3rd) floor of the Building. In
addition, Landlord shall be permitted to grant to various tenants in the
Building signage rights on any monument signs that Landlord may erect on the
land on which the Building is located, provided that, unless such signage is
exclusively for one or more retail tenants, Landlord shall also permit Tenant,
at Tenant's sole cost, to have its name displayed on such monument sign (and if
Landlord permits any other office tenant in the Building to have multiple
listings on such monument sign, Tenant shall be entitled to at least as many
listings as such tenant so long as Tenant (or a Tenant Affiliate) is occupying
at least as much space in the Building as such other tenant). Nothing herein
shall prohibit Landlord from providing on or in the Building or land any
directional signage or any signage required by law.

                                   ARTICLE V

                                     RENT

Section 5.01  Rent Payable.

     A.  Tenant shall pay all Rent to Landlord, without prior notice or demand
and without offset, deduction or counterclaim whatsoever, in the amounts, at the
rates and times set forth herein, and at such place as is provided in Section
1.01.G, above, or by wire transfer to Landlord's bank account or at such other
place as Landlord may from time to time designate by notice to Tenant.

     B.  If Tenant fails to make any payment of Rent within ten (10) days from
the date that such Rent is due, Tenant shall pay Landlord a late payment charge
equal to the greater of (i) five percent (5%) of such payment of Rent, or (ii)
Twenty Dollars ($20.00) per day from the date such Rent is due until the date
such Rent is received ; provided, however, on the first occasion of the late
payment of Rent in any twelve (12)-month period, and no more than once in any
twelve (12)-month period, Landlord agrees to waive its right to collect such
late payment charge on such payment of Rent if such payment is made no later
than the fifth (5th) day after Landlord delivers to Tenant written notice of
such late payment.  Payment of such late charge shall not excuse or waive the
late payment of Rent.

     C.  If Landlord receives two (2) or more checks from Tenant that are
dishonored by Tenant's bank within any 24-month period, all checks for Rent
thereafter shall be bank certified and Landlord shall not be required to accept
checks except in such form.  Tenant shall pay Landlord any bank service charges
resulting from dishonored checks, plus Fifty Dollars ($50.00) for each
dishonored check as compensation to Landlord for the additional cost of
processing such check.
<PAGE>

     D.  Any payment by Tenant of less than the total Rent due shall be treated
as a payment on account.  Acceptance of any check bearing an endorsement, or
accompanied by a letter stating, that such amount constitutes "payment in full"
(or terms of similar import) shall not be an accord and satisfaction or a
novation, and such statement shall be given no effect.  Landlord may accept any
check without prejudice to any rights or remedies which Landlord may have
against Tenant.

     E.  For any portion of a calendar month at the beginning of the Term,
Tenant shall pay in advance the pro-rated amount of the Rent for each day
included in such portion of the month.

Section 5.02  Payment of Minimum Rent. The Minimum Rent for the first Lease Year
shall be as set forth in Section 1.01.E, above. Commencing on the first day of
the second Lease Year, and on the first day of each Lease Year thereafter (each,
an "Escalation Date"), the Minimum Rent then in effect shall be increased by an
amount equal to (i) the Minimum Rent then in effect, times (ii) the lesser of:
(a) the CPI Percentage Increase (hereinafter defined) applicable to such
Escalation Date plus three whole percentage points (3%); or (b) three percent
(3%) of the Minimum Rent then in effect. The "CPI Percentage Increase"
applicable to any Escalation Date shall be the percentage equal to a fraction,
the numerator of which shall be the positive difference between (a) the Index
for the month which is six (6) months prior to the applicable Escalation Date,
and (b) the Index for the month which is six (6) months prior to the first day
of the Lease Year immediately preceding such Escalation Date, and the
denominator of which shall be the Index for the month which is six (6) months
prior to the first day of the Lease Year immediately preceding such Escalation
Date. For purposes of this Lease, the "Index" shall mean the Consumer Price
Index for Urban Wage Earners and Clerical Workers, All Items, Washington-
Baltimore, D.C.-MD-VA-WVA (November 1996=100) as published by the Bureau of
Labor Statistics of the United States Department of Labor or any successor or
comparable successor Index. Tenant shall pay Landlord the Minimum Rent in equal
monthly installments, in advance, commencing on the Term Commencement Date, and
on the first day of each calendar month thereafter throughout the Term. An
amount equal to the first month's Minimum Rent shall be paid in advance on or
before the date that the building permit for the Tenant Work is issued (but in
no event shall Tenant be required to deliver such advanced Minimum Rent prior to
August 1, 2000) and such amount shall be credited toward the first payment of
Minimum Rent due.

                                  ARTICLE VI

                                 COMMON AREAS

Section 6.01  Use of Common Areas. Tenant shall have a non-exclusive license to
use the Common Areas for ingress to and egress from the Leased Premises, subject
to the exclusive control and management of Landlord and the rights of Landlord
and of other tenants. Tenant shall comply with such rules and regulations as
Landlord prescribes regarding use of the Common Areas. Tenant shall not use the
Common Areas for any sales or display purposes, or for any purpose which would
impede or create hazardous conditions for the flow of pedestrian or other
traffic. Subject to Tenant's right to maintain a Concierge Desk (hereinafter
defined) in the lobby of the Building pursuant and subject to the provisions of
Section 7.04 hereof, the Common Areas shall at all times be subject to the
exclusive control and management of Landlord.

Section 6.02  Management and Operation of Common Areas. Landlord shall operate,
repair, equip and maintain the Common Areas and shall have the exclusive right
and authority to employ and discharge personnel with respect thereto. Without
limiting the foregoing, provided that Tenant's use of the Leased Premises that
is permitted hereunder and reasonable access to the Leased Premises are not
materially adversely affected, Landlord may (i) use the Common Areas for
promotions, exhibits, displays, outdoor seating, food facilities and any other
use which tends to benefit the Building, tenants of the Building or visitors to
the Building; (ii) grant the right to conduct sales in the Common Areas; (iii)
erect, remove and lease kiosks, planters, pools, sculptures and other
improvements within the Common Areas; (iv) enter into, modify and terminate
easements and other agreements pertaining to the use and maintenance of the
Building; (v) construct, maintain, operate, replace and remove lighting,
equipment, and signs on all or any part of the Common Areas, provided that
Tenant's rights expressly set forth in Section 4.04 hereof are not materially
adversely affected; (vi) provide security personnel for the Building; and (vii)
restrict parking in the Building, provided that Tenant's parking rights are not
thereby diminished. Landlord reserves the right at any time and from time to
time to change or alter the location, layout, nature or arrangement of the
Common Areas or any portion thereof, including but not limited to the
arrangement and/or location of entrances, passageways, doors, corridors, stairs,
lavatories, elevators, parking areas, and other public areas of the Building.
Landlord shall have the right to close temporarily all or any portion of the
Common Areas to such extent as may, in the reasonable opinion of Landlord, be
necessary for repairs, replacements or maintenance to the Common Areas, provided
such repairs, replacements or maintenance are performed expeditiously and in
such a manner as not to deprive Tenant of access to the Leased Premises.
Landlord shall have the right, at any time, to (i) make alterations or additions
to any part of, the Building; (ii) build other buildings or improvements in or
about the land on which the Building is located which may include without
limitation, constructing on such land a ramp and other improvements to provide
access off Elm Street to property adjacent to such land and/or the Building; and
(iii) convey to others or withdraw portions of such land; provided, however,
that (a) Landlord shall use reasonable efforts to minimize any interference with
Tenant's business operations in connection with such work, (b) Landlord shall
use reasonable efforts to provide Tenant with forty-eight (48) hours prior
notice (except in the event of an emergency, when no such notice shall be
required) if such work is likely to have a material adverse affect on Tenant's
business operations in the Leased Premises, and (c) if as a direct result of any
such work performed by Landlord at Landlord's election, the Leased Premises or
any substantial part thereof are rendered untenantable for three (3) consecutive
business days and Tenant in fact does not occupy the Leased Premises (or the
untenantable portion thereof), then the Base Rent which the Tenant is
<PAGE>

obligated to pay hereunder shall abate proportionately (based on the number of
square feet rendered untenantable and not occupied) as of the fourth (4th)
business day after the Leased Premises (or any substantial part thereof) are
rendered untenantable until the Leased Premises or such part thereof are again
tenantable, unless such work performed by Landlord is requested by, or is for
the benefit of, Tenant or is required to comply with any legal requirements
applicable to the Building or to fulfill Landlord's obligations hereunder or as
a result of any casualty or damage to the Building, in which case no Base Rent
shall abate, unless otherwise expressly provided in this Lease. In connection
with Landlord's construction of any such additional improvements on the land on
which the Building is located, Landlord may temporarily restrict (but in no
event more than two (2) consecutive weeks) Tenant's use of certain of its
parking spaces as Landlord deems reasonably appropriate to facilitate such
construction. Landlord shall use reasonable efforts to minimize the disruption
to Tenant's use of such parking spaces and in the event Tenant is prohibited
from using any such spaces, Landlord shall make arrangements for alternative
parking in reasonably close proximity to the Building for the number of spaces
that Tenant is entitled to use in the Building's parking area, but is prohibited
from using as a result of such construction.

Section 6.03  Tenant's Share of Operating Costs and Taxes.

     A.  For each Operating Year, Tenant shall pay to Landlord, in the manner
provided herein, Tenant's share of Operating Costs and Taxes ("Tenant's Share of
Operating Costs and Taxes"), which shall be equal to the sum of (i) the product
obtained by multiplying Tenant's Operating Costs Share times the amount, if any,
by which Operating Costs for such Operating Year exceed the Base Operating
Costs, and (ii) the product obtained by multiplying Tenant's Tax Share times the
amount, if any, by which Taxes for such Operating Year exceed the Base Taxes;
provided, however, that for the Operating Years during which the Term begins and
ends, Tenant's Share of Operating Costs and Taxes shall be prorated based upon
the actual number of days Tenant occupied, or could have occupied, the Leased
Premises during each such Operating Year.

     B.  Tenant's Share of Operating Costs and Taxes shall be paid, in advance,
without notice, demand, abatement (except as otherwise specifically provided in
this Lease), deduction or set-off, on the first day of each calendar month
during the Term, said monthly amounts to be determined on the basis of estimates
prepared by Landlord on an annual basis and delivered to Tenant prior to the
commencement of each Operating Year.  If, however, Landlord fails to furnish any
such estimate prior to the commencement of an Operating Year, then (a) until the
first day of the month following the month in which such estimate is furnished
to Tenant, Tenant shall pay to Landlord on the first day of each month an amount
equal to the monthly sum payable by Tenant to Landlord under this Section 6.03
in respect of the last month of the preceding Operating Year; (b) promptly after
such estimate is furnished to Tenant, Landlord shall give notice to Tenant
whether the installments of Tenant's Share of Operating Costs and Taxes paid by
Tenant for the current Operating Year have resulted in a deficiency or
overpayment compared to payments which would have been paid under such estimate,
and Tenant, within ten (10) days after receipt of such estimate, shall pay any
deficiency to Landlord and any overpayment shall, at Tenant's option, be
credited against future payments required by Tenant under such estimate or
refunded to Tenant promptly; and (c) on the first day of the month following the
month in which such estimate is furnished to Tenant and monthly thereafter
throughout the remainder of the Operating Year, Tenant shall pay to Landlord the
monthly payment shown on such estimate.  Landlord may at any time or from time
to time furnish to Tenant a revised estimate of Tenant's Share of Operating
Costs and Taxes for such Operating Year, and in such case, Tenant's monthly
payments shall be adjusted and paid or credited, as the case may be
substantially in the same manner as provided in the preceding sentence.  After
the expiration of each Operating Year, Landlord shall submit to Tenant a
statement showing the determination of Tenant's Share of Operating Costs and
Taxes (the "Operating Costs Statement").  If such statement shows that the total
of Tenant's monthly payments pursuant to this Section 6.03 exceed Tenant's Share
of Operating Costs and Taxes, then Landlord will refund such overpayment with
the notice; provided, however, that no such refund shall be made while Tenant
remains in default of any non-monetary provision of this Lease (beyond any
applicable notice and cure period expressly set forth herein) or is in default
of any monetary provision of this Lease.  If such Operating Costs Statement
shows that Tenant's Share of Operating Costs and Taxes exceeded the aggregate of
Tenant's monthly payments pursuant to this Section 6.03 for the applicable
Operating Year, then Tenant shall, within thirty (30) days after receiving the
statement, pay such deficiency to Landlord.  Each Operating Costs Statement
provided by Landlord shall be conclusive and binding upon Tenant unless within
one hundred twenty (120) days after receipt thereof, Tenant notifies Landlord
that it disputes the correctness thereof.  If Tenant believes that any Operating
Costs Statement includes charges that are not permitted pursuant to this Section
6.03 or contains an error in calculation or otherwise, then Tenant shall be
entitled to the following audit right.  Such audit right shall be exercisable by
Tenant providing Landlord, within one hundred twenty (120) days of receipt of
such Operating Costs Statement, notice of such objection, notice of its exercise
of such audit right.  If within sixty (60) days after Landlord's receipt of
Tenant's written notice and statement, Landlord and Tenant are unable to resolve
Tenant's objections, then not later than fifteen (15) days after the expiration
of such sixty (60)-day period Tenant shall notify Landlord that it wishes to
employ an independent certified public accounting firm reasonably acceptable to
Landlord to inspect and audit Landlord's books and records relating to the
Operating Costs Statement.  If Tenant elects to employ such accountant as set
forth above, then Tenant shall deliver to Landlord a confidentiality and
nondisclosure agreement satisfactory to Landlord executed by such accountant,
and provide Landlord not less than thirty (30) days notice of the date on which
the accountant desires to examine Landlord's books and records during regular
business hours; provided, however, that such date shall be between thirty (30)
and ninety (90) days after Tenant delivers to Landlord such notice (but in no
event between January 1 and April 1 of any year).  The firm or person engaged by
Tenant to conduct such audit cannot be compensated on a "contingency"  or
"success fee" basis.  Such audit shall be limited to a determination of whether
Landlord calculated the Operating Costs Statement in accordance with the terms
and conditions of this Lease.  All costs and expenses of any such audit shall be
paid by Tenant.  Any audit
<PAGE>

performed pursuant to the terms of this section shall be conducted only by an
independent certified public accounting firm reasonably acceptable to Landlord.
Notwithstanding anything contained herein to the contrary, Tenant shall be
entitled to exercise its right to audit pursuant to this Section 6.03 only in
strict accordance with the foregoing procedures and each such audit shall relate
only to the most recent calendar year covered by the audited Operating Costs
Statement and the Base Year (provided that such audit of the Base Year is
conducted only once and is conducted within three (3) years of the end of such
Base Year). If on account of any errors in the Operating Costs Statement under
audit, Tenant is entitled to a refund or credit of the amount paid by Tenant for
Tenant's Share of Operating Costs and Taxes for the Operating Year under audit
because such Expense Statement overstated the amounts to which Landlord was
entitled hereunder, then Landlord shall refund such amount to Tenant promptly
after becoming aware thereof, and if such Operating Costs Statement overstated
the amounts to which Landlord was entitled hereunder by more than four percent
(4%) of the amount of Operating Costs and Taxes for the applicable Operating
Year, then Landlord shall also promptly reimburse Tenant for the reasonable
costs and expenses incurred in any audit conducted in connection with such
Operating Costs Statement, but in no event more than Six Thousand Dollars
($6,000.00) for such audit.

     C.  "Operating Costs" means all expenses and costs (but not specific costs
which are allocated or separately billed to and paid by specific tenants) of
every kind and nature which Landlord shall pay or become obligated to pay, on an
accrual basis (consistently applied), because of or in connection with owning,
operating, managing, painting, repairing, insuring and cleaning the Building,
including, but not limited to, the following:

     (i)     cost of all supplies and materials used, and labor charges
     incurred, in the operation, maintenance, decoration, repairing and cleaning
     of the Building, including janitorial service for all Floor Area leased to
     tenants;

     (ii)    cost of all equipment purchased or rented which is utilized in the
     performance of Landlord's obligations hereunder, and the cost of
     maintenance and operation of any such equipment;

     (iii)   cost of all maintenance and service agreements for the Building and
     the equipment therein, including, without limitation, alarm service,
     security service, window cleaning, and elevator maintenance;

     (iv)    costs of roof and exterior maintenance (including repainting)
     repair or replacement;

     (v)     wages, salaries and related expenses of all on-site agents or
     employees engaged in the operation, maintenance, security and management of
     the Building up to the level of property manager; provided, however, the
     wages, salaries and related expenses of any agents or employees not
     exclusively engaged in the operation, maintenance, security and management
     of the Building shall be reasonably apportioned;

     (vi)    cost of all insurance coverage for the Building from time to time
     maintained by Landlord, including but not limited to the costs of premiums
     for insurance with respect to personal injury, bodily injury, including
     death, property damage, business interruption, workmen's compensation
     insurance covering personnel and such other insurance as Landlord shall
     deem reasonably necessary, which insurance Landlord may maintain under
     policies covering other properties owned by Landlord in which event the
     premium shall be reasonably allocable;

     (vii)   cost of repairs, replacements and general maintenance to the
     Building, including without limitation the mechanical, plumbing, fire and
     life/safety, electrical and heating, ventilating and air-conditioning
     equipment and/or systems;

     (viii)  any and all Common Area maintenance and repair (except for any item
     expressly excluded under Exhibit H attached hereto), including repainting
     and exterior and interior landscaping;

     (ix)    cost of removal of trash, rubbish, garbage and other refuse from
     the Building as well as removal of ice and snow from the sidewalks on or
     adjacent to the Building;

     (x)     all charges for electricity, gas, water, sewerage service, heating,
     ventilation and air-conditioning and other utilities furnished to the
     Building;

     (xi)     annual amounts amortizing the following items ("Permitted Capital
     Expenditures"): capital expenditures incurred either to improve the
     efficient operation of the Building or reduce Operating Costs or to comply
     with any law, order or regulation of any governmental, quasi-governmental,
     public or other authority; provided that (i) the cost of each such capital
     improvement shall be amortized (on any basis permitted under generally
     accepted accounting principals) and only that portion attributable to each
     Operating Year shall be included herein for such Operating Year, and (ii)
     in no event shall Landlord include in Operating Costs for any Operating
     Year amortization of Permitted Capital Expenditures in excess of fifty
     centers ($.50) per square foot of space in the Building; and

    (xii)    management fees.
<PAGE>

     Notwithstanding the above, Operating Costs shall not include (a) payments
of principal and interest on any mortgages, deeds of trust or other financing
instruments relating to the financing of the Building; (b) leasing commissions
or brokerage fees; (c) costs associated with preparing, improving or altering
for space for any leasing or releasing of any space within the Building; and (d)
the additional exclusions from Operating Costs set forth on Exhibit H.  In
addition, for purposes of this Section 6.03.C, Base Operating Costs shall be
increased by the Operating Costs that Landlord reasonably estimates would have
been incurred by Landlord in the Base Year for any maintenance or service
contracts on any equipment initially installed in the Building to the extent
such maintenance and service contracts would otherwise typically be carried by
Landlord if such equipment were not then covered by manufacturers' standard
warranties; provide, however, that such maintenance and services contract costs
shall not be included in Base Operating Costs if the related improvements or
equipment is covered during the Base Year by a non-standard or extended
warranties or Landlord has otherwise paid for such warranties in the Base Year.

     D.  "Taxes" means all governmental or quasi-governmental real estate taxes,
fees, charges and assessments (whether general, special, ordinary, or
extraordinary) applicable to the Building (including without limitation any
assessments or charges by any business improvement district and any fees or
other amounts payable under the Traffic Mitigation Agreement, but excluding any
transit fare media subsidy incurred by Landlord under the Traffic Mitigation
Agreement), together with all reasonable costs and fees (including reasonable
appraiser, consultant and attorney's fees) incurred by Landlord in any tax
contest, appeal or negotiation.  "Taxes" shall also include that portion of any
ground rent payments made by Landlord that represent the pass-through of real
estate taxes from any ground lessor to Landlord and all rent or services taxes
and/or so-called "gross receipts" or "receipts" taxes (including, but not
limited to, any business license, sales, use or similar taxes) whether or not
enacted in addition to, in lieu of or in substitution for any other tax.
"Taxes" shall also include any personal property taxes incurred on Landlord's
personal property used in connection with the Building.  "Taxes" shall not
include personal income taxes, personal property taxes, inheritance taxes, or
franchise taxes levied against the Landlord, and not directly against said
property, even though such taxes might become a lien against said property.  If
Taxes paid by Landlord for any calendar year during the Term, or any part
thereof, for which Tenant has paid Tenant's Share of Operating Costs and Taxes,
are refunded to Landlord as a result of a final determination of such Taxes,
then, provided Tenant is not then in default under this Lease, Tenant shall be
entitled to a refund of Taxes in an amount equal to Tenant's Tax Share of such
refund (net of expenses incurred to obtain the refund); provided, however, that
no such refund shall be made while Tenant remains in default of any non-monetary
provision of this Lease (beyond any applicable notice and cure period expressly
set forth herein) or is in default of any monetary provision of this Lease.
Notwithstanding the foregoing, if the garage in the Building is leased to a
third party operator and such operator of the garage pays a portion of Taxes
attributable to the garage pursuant to its lease, then "Taxes" shall exclude
such amount received by Landlord from the garage operator.  Taxes in the Base
Year and any subsequent Operating Year during which the Building is assessed for
Taxes at a time when less than ninety-five percent (95%) of the rentable area of
the Building is occupied for the entire year, shall be grossed up to the amount
that Landlord reasonably determines that such Taxes would have been had the
Building been at least ninety-five percent (95%) occupied for such entire year,
determined as follows:  (1) in the event the real estate tax assessor's
worksheet for any such year's assessment reflects any deductions to the
capitalized value of stabilized net operating income for items such as (x)
losses due to the failure to achieve at least ninety-five percent (95%)
occupancy; (y) the costs of required capital improvements to achieve ninety-five
percent (95%) occupancy which are not yet completed; and/or (z) items similar to
the foregoing made for purposes of adjustments due to the failure to achieve at
least ninety-five percent (95%) occupancy, then and in such event the Real
Estate Taxes shall be grossed up to reflect the amount of Real Estate Taxes
which would have been payable during such year in the absence of such
deduction(s); and (2) in the event that the real estate tax assessors worksheet
indicates that an income approach was not considered as a part of the Base Year
assessment, then Taxes in the Base Year shall be adjusted to be the amount that
Landlord reasonably estimates such Taxes would have been had the Building been
ninety-five percent (95%) occupied for the entire Base Year and had the
assessment therefor taken into consideration, in addition to the other factors
typically used, a typical income approach.  Landlord agrees to either provide
Tenant with a copy of the assessor's worksheet or to authorize Tenant to obtain
a copy of same from the assessor upon its request.  Tenant currently intends to
pursue certain new job tax credits or similar benefits from the State of
Maryland and/or Montgomery County, Maryland pursuant to the Miller Bill (or such
similar legislation).  If and to the extent that (i) the State of Maryland
and/or Montgomery County states that any such benefits pursuant to the Miller
Bill (or such similar legislation) are specifically designated to be for
Tenant's benefit, and (ii) such benefits are attributable to Tenant's relocation
to Maryland and as a result thereof there is a reduction or credit in Taxes or
other taxes that would otherwise be payable by Landlord, then Landlord shall pay
to Tenant (promptly after Landlord pays the taxes to which such reduction or
such credit applies) the full amount of such credit received by Landlord that is
demonstrated to result therefrom, and for purposes of Article VI, Taxes for the
period in which the credit is applied shall be "grossed up" to the amount that
Taxes would have been had such credit not been applied to reduce Taxes.

     E. If for any period during the Term less than ninety-five percent (95%) of
the Floor Area of the office portion of the Building is occupied by tenants
during any part of such period, then, in calculating Operating Costs for such
period (including without limitation, the Base Year), Landlord shall increase
those components of Operating Costs that Landlord reasonably believes would have
been incurred during such period assuming the Building were ninety-five percent
(95%) occupied during the entire period. In addition, if for any period during
the Term any part of the Building is leased to a tenant who, in accordance with
the terms of its lease, provides its own cleaning services and/or any other
services otherwise included in Operating Costs during any part of such period,
then Operating Costs for such period shall be increased by the additional costs
for cleaning and/or such other applicable expenses that Landlord reasonably
estimates would have been incurred by Landlord if Landlord had furnished and
paid for cleaning and/or such other services for the space occupied by such
tenant during the entire period.
<PAGE>

                                  ARTICLE VII

                            SERVICES AND UTILITIES

Section 7.01  Landlord shall provide the following facilities and services to
Tenant as part of Landlord's Operating Costs (except as otherwise provided
herein):

     A.  Electricity serving the Leased Premises to accommodate a total power
requirement that complies with the specifications set forth in item 8 of Exhibit
G (Base Building Shell Definition) attached hereto, subject to Section 7.03,
below;

     B.  Normal and usual cleaning and char services after Building Hours each
day except on Saturdays, Sundays and legal holidays recognized by the United
States Government.  Attached hereto as Exhibit M are the cleaning specifications
currently applicable to the Building, which are subject to change from time to
time in Landlord's sole (but good faith) discretion; provided, however, if
Landlord changes such cleaning specifications, such new cleaning specifications
must be comparable to the cleaning specifications that are normally and
customarily used for comparable first-class office buildings in the Montgomery
County, Maryland area;

     C.  Rest room facilities and necessary lavatory supplies, including hot and
cold running water at the points of supply, as provided for the general use of
all tenants in the Building and routine maintenance, painting, and electric
lighting service for all Common Areas of the Building in such manner as Landlord
deems reasonable;

     D.  During Building Hours, central heating and air conditioning during the
seasons of the year when these services are normally and usually furnished based
upon standard electrical energy requirements set forth in Exhibit N attached
hereto and a human occupancy of not more than one person for each 150 square
feet of rentable area of the Leased Premises.  Landlord shall provide the
aforesaid services at other times, at Tenant's expense, provided Tenant gives
Landlord notice by 3:00 p.m. on weekdays for after-hour service on any weekday
(except holidays), by 3:00 p.m. the day before a holiday for service on a
holiday, and by 3:00 p.m. on Friday for after-hour service on Saturday or
service on Sunday.  Notwithstanding the foregoing, Landlord shall use reasonable
efforts to provide Tenant with extra hours of heating, ventilating, and air-
conditioning service upon Tenant's request (with less notice, but at least four
(4) hours advance notice) for service on Mondays through Fridays other than
holidays; provided, however, all Tenant requests for extra hours of heating, and
air-conditioning service to be provided on Saturdays or Sundays must be received
by Landlord from Tenant prior to 4:00 p.m. on the immediately preceding Friday.
Such after-hour, holiday or special weekend service shall be charged to Tenant
at Twenty Dollars ($20.00) per hour per zone (the "HVAC Rate") for the first
Lease Year; provided, however, that on the first day of each Lease Year
thereafter the HVAC Rate then in effect for the immediately preceding Lease Year
shall be increased by three percent (3%) of such HVAC Rate then in effect.  As
of the date hereof, each floor has one HVAC zone, which is subject to change
based upon the improvements constructed for any floor.  Tenant shall pay for
such service, as Additional Rent, promptly upon receipt of an invoice with
respect thereto.  Landlord, at Tenant's cost, shall provide Tenant with
reasonable access to the after-hours HVAC controls (which shall be in the
Building, but may not be within the Leased Premises) for the floors of the
Building on which Tenant leases all the rentable area, subject to such rules and
procedures as Landlord shall promulgate.  Tenant shall not be required to
provide Landlord with notice prior to accessing such controls and activating the
HVAC on the floors for which it has been provided access to such HVAC controls.
The base Building heating, ventilating and air conditioning ("HVAC") system has
been designed to comply with the HVAC specifications set forth on Exhibit N
attached hereto;

     E.  Elevator service by means of automatically operated elevators at least
during the Building Hours.  Landlord shall have the right to remove elevators
from service as the same shall be required for moving freight or for servicing
or maintaining the elevators and/or the Building; provided, however, that at
least one elevator will remain in service 24 hours per day, 365 days per year,
subject to compliance with Landlord's reasonable rules and regulations
concerning after Building Hours and weekend access.  Tenant shall have access to
the Leased Premises 24 hours per day, 365 days per year;

     F.  All electric bulbs and fluorescent tubes for building standard light
fixtures in the Leased Premises and Common Areas;

     G.  Landlord shall provide a proximity card reader electronic access system
with computerized card access (or similar devise) 24 hours per day, 365 days per
year, for (i) access to the Building through the office lobby of the Building at
the Woodmont Avenue entrance to the Building, (ii) access to the Building from
the parking structure, and (iii) access to each floor of the Leased Premises
from the elevator lobby on each such floor and from the fire entrance door on
each such floor that is occupied entirely by Tenant (provided it is permitted
under all legal requirements and is otherwise approved by the fire marshal and
any other governmental authority requiring approval thereof).  Landlord shall
not be responsible for the quality, action or inaction of the Building access
system or for any damage or injury to Tenant, its employees, invitees or others,
or their property, resulting from any failure, action or inaction of the
Building access system; provided, however, that Landlord shall repair any damage
to such access system reasonably promptly after Tenant notifies Landlord thereof
in writing.  Tenant shall be entitled to one (1) access card per employee as of
the Term Commencement Date. Any additional or replacement cards shall be at the
then prevailing rate charged by Landlord, which is currently Ten Dollars
($10.00) per card. Landlord shall use reasonable efforts to provide any such
additional or replacement cards to Tenant within two (2) days after receipt of a
written request therefor; and
<PAGE>

     H.  Notwithstanding the foregoing, in the event that for any reason not
caused by Tenant (or any of its employees or agents) or an event of Force
Majeure any interruption or stoppage of any service Landlord is required
hereunder to provide to the Building shall continue for more than five (5)
consecutive business days and shall render at least twenty-five percent (25%) of
the Leased Premises untenantable for general office purposes and Tenant shall
actually cease to conduct business in such portion of the Leased Premises, then,
provided no default exists, the portion of Minimum Rent attributable to such
untenantable area shall, commencing on the sixth (6th) business day after
receipt from Tenant of written notice that Tenant has experienced such an
interruption or stoppage of services and has ceased the use thereof, abate until
the earlier of the date that (i) Tenant again uses such portion of the Leased
Premises, or (ii) such portion of the Leased Premises is again tenantable.

Section 7.02  Landlord shall have access to and reserves the right to inspect,
erect, use, connect to, maintain and repair pipes, ducts, conduits, cables,
plumbing, vents and wires, and other facilities in, to and through the Leased
Premises as and to the extent that Landlord may now or hereafter deem to be
necessary or appropriate for the proper operation and maintenance of the
Building (including the servicing of other tenants in the Building) and the
right at all times to transmit water, heat, air conditioning and electric
current through such pipes, conduits, cables, plumbing, vents and wires and the
right to interrupt the same in emergencies without eviction of Tenant or
abatement of Rent (except as may be provided pursuant to Section 7.01.H, above).
Any failure by Landlord to furnish the foregoing services, resulting from
circumstances beyond Landlord's reasonable control or from interruption of such
services due to repairs or maintenance, shall not render Landlord liable in any
respect for damages to either person or property, nor be construed as an
eviction of Tenant, nor cause an abatement of Rent hereunder, nor relieve Tenant
from any of its obligations hereunder.  If any public utility or governmental
body shall require Landlord or Tenant to restrict the consumption of any utility
or reduce any service for the Leased Premises or the Building, Landlord and
Tenant shall comply with such requirements, whether or not the utilities and
services referred to in this Article VII are thereby reduced or otherwise
affected, without any liability on the part of Landlord to Tenant or any other
person or any reduction or adjustment in Rent payable hereunder.  Landlord and
its agents shall be permitted reasonable access to the Leased Premises for the
purpose of installing and servicing systems within the Leased Premises deemed
reasonably necessary by Landlord to provide the services and utilities referred
to in this Article VII to Tenant and other tenants in the Building.

Section 7.03  Landlord shall be under no obligation to furnish electrical energy
to Tenant in amounts  greater than the electrical power specifications set forth
in Item 8 of Exhibit G (Base Building Shell Definition) attached hereto, and
Tenant shall not install or use within the Leased Premises any electrical
equipment, appliance or machine which shall require amounts of electrical energy
exceeding such standard wattage provided for the Building, unless the
installation and use of such additional electrical equipment, appliance, or
machine has been approved by Landlord, which approval may be conditioned upon
the payment by Tenant, as Additional Rent, of the cost of the additional
electrical energy and modifications to the Building's electrical system required
for the operation of such electrical equipment, appliance or machine.  Landlord
shall have the right to charge Tenant for the cost of its electricity
consumption beyond Business Hours (to the extent Landlord reasonably determines
that such after hours use is in excess of the average  for the Building) or in
excess of the electrical power specification set forth in Item 8 of Exhibit G
(Base Building Shell Definition) attached hereto and for the cost of any
additional wiring or other improvements to the Building as may be occasioned by
or required as a result of any such excess use.  In the event of any such
excessive consumption of any utilities (including without limitation any
consumption beyond Building Hours to the extent Landlord reasonably determines
that such after hours use is in excess of the average for the Building),
Landlord shall be entitled to require that Tenant install in the Leased Premises
(at Tenant's cost and in a location approved by Landlord) submeters to measure
Tenant's utility consumption for the Leased Premises or for any specific
equipment causing excess consumption, as Landlord shall require; in which case,
Tenant shall maintain in good order and repair (and replace, if necessary) such
submeters.  If submeters are installed for measuring Tenant's consumption of any
utilities, Tenant shall pay the costs of the same to Landlord as Additional
Rent, within fifteen (15) days of its receipt of a bill therefor based on such
submeter readings.

Section 7.04  Subject to the terms and conditions set forth below, Tenant shall
have the right to install in the main lobby, at Tenant's sole expense, in a
location determined by Landlord, one concierge desk (the "Concierge Desk") and
hire a concierge or attendant to direct visitors to Tenant's Leased Premises and
to the premises of other tenants in the Building, provided that such Concierge
Desk (i) does not interfere with the operation of the Building or the provision
of services or utilities to the Building or any ingress to or egress from any
portion of Building; (ii) complies with all laws, ordinances, rules and
regulations issued by any governmental authority; (iii) shall contain no
signage; and (iv) is otherwise approved by Landlord in writing (which approval
shall not be unreasonably, withheld, conditioned or delayed).  Tenant shall be
entitled to have installed, as a part of the Tenant Work, electrical and
telephone outlets for use at the Concierge Desk, provided such outlets can be
appropriately concealed from view and are installed in a location and manner
designated by Landlord in its sole (but good faith) discretion after consulting
with Tenant.  Tenant shall cause the concierge or attendant hired by Tenant to
provide directional assistance to all visitors to the Building, including
visitors to any and all tenants in the Building.  Tenant shall be responsible
for the acts or omissions of the concierge or attendant hired by Tenant and
Tenant shall operate the Concierge Desk in a first-class manner consistent with
the manner that concierge desks are operated in other first-class office
buildings in Montgomery County, Maryland and otherwise in accordance with such
rules and regulations as Landlord shall reasonably promulgate.  The exact style,
dimensions and location of the Concierge Desk shall be determined by Landlord,
and the exact design of the Concierge Desk shall be subject to Landlord's prior
review and prior written approval.  In order to obtain Landlord's approval,
Tenant must submit to Landlord for Landlord's approval samples of materials to
be used for the Concierge Desk (showing, among other things, the thickness
thereof), samples of any colors used for the Concierge Desk, complete drawings
of the
<PAGE>

Concierge Desk and plans and specifications for the actual construction of the
Concierge Desk prepared by qualified engineers. Prior to the installation of the
Concierge Desk by Tenant: (i) Landlord shall reasonably approve the contractor
which shall undertake such installation; and (ii) Tenant shall obtain all
permits and governmental approvals required for the installation of the
Concierge Desk. Throughout the Term, Tenant shall maintain the Concierge Desk in
good order and repair, maintain insurance coverages with respect thereto as are
required by Landlord from time to time and maintain all permits and governmental
approvals necessary for the operation of the Concierge Desk. Tenant shall
indemnify Landlord and hold it harmless from and against all claims, liability,
damage or costs, including reasonable attorneys' fees, suffered or sustained by
Landlord which arise out of the installation, use, operation or removal of the
Concierge Desk or any person operating such Concierge Desk. At the end of the
Term, Tenant shall, at its sole cost and expense, remove the Concierge Desk and
restore the Building to its condition immediately prior to the installation
thereof. If at anytime during the Term Landlord determines in its reasonable
judgement that the Concierge Desk is not being maintained in accordance with the
provisions hereof or the concierge or attendant hired by Tenant is not operating
the Concierge Desk in the manner required hereunder, then, in addition to any
other remedies Landlord may have hereunder, Landlord, at Tenant's sole cost,
shall be entitled, after providing Tenant a one-time notice and five (5) days
within which to correct the deficiencies, to terminate Tenant's right to such
Concierge Desk and/or remove the Concierge Desk and restore the Building to its
condition immediately prior to the installation thereof.


                                  ARTICLE VIII

                            INDEMNITY AND INSURANCE

Section 8.01  Indemnity by Landlord and Tenant.

     A.  Indemnity by Tenant. Tenant shall indemnify, defend and hold Landlord
and its lessors, shareholders, members, trustees, agents, employees and
Mortgagee(s) (collectively, "Landlord's Indemnitees") harmless from and against
all liabilities, obligations, damages, judgments, penalties, claims, costs,
charges and expenses, including reasonable architects' and attorneys' fees,
which may be imposed upon, incurred by, or asserted against any of the
Indemnitees and arising, directly or indirectly, out of or in connection with
(i) Tenant's breach of its obligations under this Lease, (ii) the acts or
negligence of Tenant, its agents, contractors, and employees, (iii) the use or
occupancy of the Leased Premises or the Building by Tenant, its agents,
servants, employees, and contractors; and (iv) injury or death to individuals or
damage to property sustained in or about the Leased Premises. If any action or
proceeding is brought against any of Landlord's Indemnitees by reason of any of
the foregoing, Tenant shall reimburse Landlord for the cost of defending such
action or proceeding or, upon Landlord's request and at Tenant's sole cost and
expense, resist and defend such action and proceeding by competent counsel.
Tenant shall not be obligated to indemnify Landlord's Indemnitees against loss,
liability, damage, cost or expense arising out of a claim for which Tenant is
released from liability pursuant to Section 8.07, below (or a claim arising out
of the willful or negligent acts or omissions of Landlord or its agents,
employees or contractors). Except in connection with any default under the
provisions of Sections 3.03, 14.01 or 14.03, in no event shall Tenant have any
liability to Landlord on account of any claims for any indirect, consequential
or punitive damages arising from the foregoing indemnity; provided, however, in
no event shall the foregoing relieve Tenant of any obligations hereunder with
respect to the payment of any Rent payable hereunder.

     B.  Indemnity by Landlord. Landlord shall indemnify, defend and hold
Tenant, its officers, shareholders, members, trustees, principals, agents and
employees (collectively "Tenant's Indemnitees") harmless from and against all
liabilities, obligations, damages, penalties, claims, costs, charges and
expenses, including reasonable attorneys' fees which may be imposed upon,
incurred by, or asserted against any of the Tenant's Indemnitees and arises out
of the negligence or willful acts or omissions of Landlord, its agents,
contractors and employees, except as shall be occasioned by the negligence or
willful acts or omissions of Tenant, its agents, servants and/or employees. In
no event, however, shall Landlord's indemnity cover, or shall Landlord otherwise
be liable for any lost revenue or business or any consequential damages (e.g.,
lost profits), punitive damages or any damages other than direct, actual and
compensatory damages incurred by Tenant. Landlord shall not be obligated to
indemnify Tenant's Indemnitees against loss, liability, damage, cost or expense
arising out of a claim for which Landlord is released from liability pursuant to
Section 8.07, below (or a claim arising out of the willful or negligent acts or
omissions of Tenant or its agents, employees or contractors).

Section 8.02  Landlord Not Responsible for Acts of Others. To the maximum extent
permitted by law, Landlord's Indemnitees shall not be liable for, and Tenant
waives all claims for, loss or damage to Tenant's business or injury or damage
to Person or property sustained by Tenant, or any Person claiming by, through or
under Tenant, resulting from any accident or occurrence in, on, or about the
Building, including claims for loss, theft, injury or damage resulting from: (i)
any equipment or appurtenances being or becoming out of repair; (ii) wind or
weather; (iii) any defect in or failure to operate any sprinkler, HVAC
equipment, electric wiring, gas, water or steam pipe, stair, railing or walk;
(iv) broken glass; (v) the backing up of any sewer pipe or downspout; (vi) the
escape of gas, steam or water; (vii) water, snow or ice being upon the Building
or coming into the Leased Premises; (viii) the falling of any fixture, plaster,
tile, stucco or other material; or (ix) any act, omission or negligence of other
tenants, licensees or any other Persons including occupants of the Building,
occupants of adjoining or contiguous buildings, owners of adjacent or contiguous
property, or the public; provided, however, in the event of any injury or damage
to Person or property resulting directly from Landlord's negligent failure to
fulfill any of its repair obligations expressly set forth herein (with respect
to a condition of which Landlord had knowledge prior to such injury or damage),
the indemnity provisions of Section 8.01 hereof shall apply in such case,
subject to the limitations set forth therein and otherwise in this Lease.
<PAGE>

Section 8.03  Tenant's Insurance. Commencing on the date of delivery of
possession of the Leased Premises to Tenant and at all times thereafter, Tenant
shall carry and maintain, at its sole cost and expense:

     A.  Commercial General Liability Insurance (ISO form or equivalent) naming
Tenant as the named insured and Landlord and (at Landlord's request) Landlord's
mortgagee (and managing agent), if any, and Federal Realty Investment Trust
("FRIT"), if FRIT is not the Landlord under this Lease, as additional insureds,
protecting Tenant and the additional insureds against liability for bodily
injury, death and property damage occurring upon or in the Leased Premises, with
a minimum combined single limit of One Million Dollars ($1,000,000.00) and a
general aggregate limit of Two Million Dollars ($2,000,000.00).  If the policy
also covers locations other than the Leased Premises, the policy shall include a
provision to the effect that the aggregate limit of Two Million Dollars
($2,000,000.00) shall apply separately at the Leased Premises.  If Tenant sells,
serves or distributes alcoholic beverages in or on the Leased Premises, then
such General Liability Insurance shall include, at the same minimum limits of
liability as shown above, Liquor Legal Liability coverage.

     B.  "All Risks" or "Special Form" property insurance covering all Leasehold
Improvements and all of Tenant's Property (as defined in Section 9.05, below),
and written for at least the full replacement cost with a deductible of not more
than Five Thousand Dollars ($5,000.00).

     C.  Worker's Compensation or similar insurance policy offering statutory
coverage and containing statutory limits, which policy shall provide Employer's
Liability Coverage of not less than Five Hundred Thousand Dollars ($500,000.00)
per occurrence.

Section 8.04  Tenant's Contractor's Insurance. Tenant shall cause any contractor
performing work on the Leased Premises to obtain, carry and maintain, at no
expense to Landlord: (i) worker's compensation insurance and employer's
liability as required by the jurisdiction in which the Building is located; (ii)
builder's risk insurance with a deductible no greater than Ten Thousand Dollars
($10,000.00), in the amount of the full replacement cost of the Tenant's
Property and the Leasehold Improvements; and (iii) Commercial General Liability
Insurance providing on an occurrence basis a minimum combined single limit of
One Million Dollars ($1,000,000.00) per occurrence (and Two Million Dollars
($2,000,000.00) general aggregate, if applicable). If the contractor fails to
acquire such insurance, Tenant shall provide such insurance (except worker's
compensation insurance and employer's liability) at its sole cost and expense.

Section 8.05  Policy Requirements. Any company writing any insurance which
Tenant is required to maintain or cause to be maintained under Sections 8.03 and
8.04, above, as well as any other insurance pertaining to the Leased Premises or
the operation of Tenant's business therein (all such insurance being referred to
as "Tenant's Insurance") shall at all times be licensed and qualified to do
business in the jurisdiction in which the Leased Premises are located and shall
have received an A or better (and be in a financial size category of class VII
or higher) rating by the latest edition of A.M. Best's Insurance Rating Service.
All of Tenant's Insurance may be carried under a blanket policy covering the
Leased Premises and any other location of Tenant, if (i) the coverage afforded
Landlord and any designees of Landlord shall not be reduced or otherwise
adversely affected, and (ii) such blanket policy allocates to the properties and
liabilities to be insured under this Article VIII an amount not less than the
amount of insurance required to be covered pursuant to this Article VIII, so
that the proceeds of such insurance shall not be less than the proceeds that
would be available if Tenant were insured under a unitary policy. All policies
of Tenant's Insurance shall contain endorsements requiring the insurer(s) to
give to all additional insureds at least thirty (30) days' advance notice of any
material reduction, cancellation, termination or non-renewal of said insurance.
Tenant shall be solely responsible for payment of premiums for all of Tenant's
Insurance. Tenant shall deliver to Landlord at least fifteen (15) days prior to
the time Tenant's Insurance is first required to be carried by Tenant, and upon
renewals at least fifteen (15) days prior to the expiration of the term of any
such insurance policy, a certificate of insurance of all policies procured by
Tenant in compliance with its obligations under this Lease. The limits of
Tenant's Insurance shall not limit Tenant's liability under this Lease, at law,
or in equity. If Tenant fails to deposit a certificate of insurance with
Landlord for a period of three (3) days after notice from Landlord, Landlord may
acquire such insurance, and Tenant shall pay Landlord the amount of the premium
applicable thereto within five (5) days following notice from Landlord.

Section 8.06  Increase in Insurance Premiums. Tenant shall not keep or do
anything in the Leased Premises that will (i) result in an increase in the rate
of any insurance on the Building; (ii) violate the terms of any insurance
coverage on the Building carried by Landlord or any other tenant; (iii) prevent
Landlord from obtaining such policies of insurance acceptable to Landlord or any
Mortgagee of the Building; or (iv) violate the rules, regulations or
recommendations of Landlord's insurers, applicable insurance rating bureau, the
National Fire Protection Association, or any similar body having jurisdiction
over the Leased Premises. If Tenant does so, Tenant shall pay to Landlord upon
demand the amount of any increase in any such insurance premium. In determining
the cause of any increase in insurance premiums, the schedule or rate of the
organization issuing the insurance or rating procedures shall be conclusive
evidence of the items and charges which comprise the insurance rates and
premiums on such property.

Section 8.07  Waiver of Right of Recovery.

     A.  Landlord and Tenant (each, a "Waiving Party") each hereby waives and
releases all rights of recovery against the other and the other's agents and
employees (the "Released Parties") on account of loss or damage to the property
of the Waiving Party to the extent that such loss or damage is required to be
insured against under any property damage insurance policies required to be
carried by
<PAGE>

this Lease. By this waiver it is the intent of the parties that the Released
Parties shall not be liable to the Waiving Party or any insurance company (by
way of subrogation or otherwise) insuring the Waiving Party for any loss or
damage insured against (or that could have been insured against) under any
property damage insurance required by this Article VIII, even though such loss
or damage might be caused by the negligence of one (1) or more of the Released
Parties; provided, however, the mutual release contained herein shall not apply
to damage to the Waiving Party's property caused by the willful misconduct of
any of the Released Parties. If the Waiving Party does not carry, or is not
required to carry, property damage insurance pursuant to this Lease, this
release shall apply to damage to the Waiving Party's property that would have
been covered by a policy of "all risk" or "special form" property damage
insurance if the Waiving Party had maintained such insurance.

     B.  Each of Landlord and Tenant shall include in each of its property
damage insurance policies a waiver of the insurer's right of subrogation against
the other party and the officers, directors, agents and employees of, and the
partners and members in, the other party.  If such waiver is not, or ceases to
be, obtainable without additional charge (other than a nominal administrative
charge) or at all, the insuring party shall so notify the other party promptly
after notice thereof.  If the other party agrees in writing to pay the insurer's
additional charge therefor, such waiver shall (if obtainable) be included in the
policy.  Landlord and Tenant hereby acknowledge that such waiver is obtainable
under normal commercial insurance practice on the date of this Lease at no
additional charge (other than a nominal administrative charge).

     C.  The waiver and release in Section 8.07.A, above, shall not apply to
loss or damage to property of the Waiving Party to the extent of the deductible
contained in the Waiving Party's policies of property damage insurance.

Section 8.08  Landlord's Insurance. Landlord agrees to maintain in full force
throughout the Term, a policy of insurance upon the Building (provided that
Landlord shall have no obligation to insure any improvements, alterations or
additions in the Leased Premises or any other tenants' premises) insuring
against fire and other casualties covered under an "all risk" coverage
endorsement in an amount at least equal to at least eighty percent (80%) of the
full replacement value of the Building (excluding costs of excavation,
foundations and footings), as well as insurance against breakdown of boilers.
Landlord shall supply to Tenant from time to time, upon written request of
Tenant (but no more often that annually), certificates of all such insurance
issued by or on behalf of the insurers named therein by a duly authorized agent.
Notwithstanding anything to the contrary contained in this Lease, Landlord may
self insure against the risks covered by the aforementioned insurance provided:
(1) Landlord has a net worth of Twenty-five Million Dollars ($25,000,000.00);
(2) Landlord maintains loss histories evidencing the losses incurred by
Landlord; and (3) Landlord establishes and funds a reserve adequate to cover the
amount of losses projected by the loss histories. Furthermore, provided the
insurance coverage carried by Landlord pursuant to (i) above shall not be
reduced or otherwise adversely affected, all of Landlord's insurance may be
carried under a blanket policy covering the Building and any other property
owned, leased or operated by Landlord or its affiliates, provided the insurance
requirements in this Lease are fulfilled and the insurance coverage is not
diminished in any way.


                                   ARTICLE IX

                          CONSTRUCTION AND ALTERATIONS

Section 9.01  Condition of Leased Premises Upon Delivery. It is understood and
agreed that Landlord is under no obligation to make any alterations,
decorations, additions or improvements in or to the Leased Premises from its "as
is" condition, except as set forth in Exhibit B attached hereto.

Section 9.02  Tenant Improvements. Landlord and Tenant, at their respective sole
cost and expense, agree to provide all improvements to the Leased Premises in
accordance with their respective obligations set forth in Exhibit B.

Section 9.03 Alterations. Except with respect to Permitted Alterations, Tenant
shall not make or cause to be made any alterations, additions, renovations,
improvements or installations ("Alterations") in or to the Leased Premises
without Landlord's prior consent, which such consent shall not be unreasonably
withheld, conditioned or delayed, unless Landlord determines that the proposed
Alterations could (i) affect the exterior or common areas of the Building or the
Building's structure or safety; (ii) adversely affect the electrical, plumbing
or mechanical systems of the Building or the functioning thereof; (iii) be or
become visible from the exterior of the Leased Premises; or (iv) interfere with
the operation of the Building or the provision of services or utilities to other
tenants in the Building. Landlord shall have fifteen (15) business days from the
receipt of Tenant's request for Landlord's approval of any Alteration (together
with all information required under this Lease in connection therewith,
including without limitation plans and specification therefor, and other
information reasonably requested by Landlord with respect thereto) to review
Tenant's request and to notify Tenant whether it will consent to such proposed
Alteration, provided that Tenant in its written request for such approval refers
to this provision and states in capital bold letters in such request and on the
outside of the envelope containing such request the following: "LANDLORD MUST
RESPOND TO TENANT'S REQUEST CONTAINED HEREIN WITHIN FIFTEEN (15) BUSINESS DAYS."
If (i) Landlord fails to notify Tenant whether or not it will consent to such
proposed Alteration within such fifteen (15) business day period, and,
thereafter, Tenant delivers notice ("Alteration Response Failure Notice") to
Landlord of such failure (which Alteration Response Failure Notice must refer to
this provision and state in capital bold letters in the Alteration Response
Failure Notice and on the outside of the envelope containing the Sublet Response
Failure Notice the following: "LANDLORD MUST RESPOND TO TENANT'S REQUEST
CONTAINED HEREIN WITHIN SEVEN (7) BUSINESS DAYS OF RECEIPT OR SUCH REQUEST SHALL
BE DEEMED
<PAGE>

APPROVED," and (ii) Landlord fails to respond to such request within seven (7)
business days after Landlord's receipt of the Alteration Response Failure
Notice, then Landlord's consent to such proposed Alteration shall be deemed
given. Tenant shall in no event make or permit to be made any alterations,
modification, substitution or other change to the mechanical, electrical,
plumbing, HVAC and sprinkler systems within or serving the Leased Premises;
provided, however, Tenant shall be entitled (subject to Landlord's consent) to
make alterations, modifications and substitutions to the electrical systems
within the Leased Premises, provided that such alterations, modifications and
substitutions (i) do not cost in excess of $15,000.00 and (ii) could not
adversely affect any of the base Building electrical systems. If Landlord
consents to any such alterations, additions, renovations, improvements or
installations by Tenant, Landlord shall have the right (but not the obligation)
in its sole discretion to manage or supervise such work and Tenant shall pay to
Landlord a reasonable fee to reimburse Landlord for overhead and administrative
costs and expenses incurred in connection with the management or supervision of
such work by Landlord. Notwithstanding anything contained in this Section 9.03,
Tenant shall have the right to make Permitted Alterations (hereinafter defined)
in the Leased Premises, without Landlord's consent (but with ten (10) days prior
written notice (the "Permitted Alterations Notice"), which notice shall contain
a description of the Permitted Alterations proposed to be undertaken by Tenant
and state that such Alterations are Permitted Alterations). A Permitted
Alteration shall mean any Alterations in the Leased Premises that could not (i)
affect the exterior or common areas of the Building or the structure or safety
of the Building; (ii) affect the electrical, plumbing or mechanical systems of
the Building or the functioning thereof; (iii) be or become visible from the
exterior of the Leased Premises; (iv) interfere with the operation of the
Building or the provision of services or utilities to other tenants in the
Building; (v) cost more than the lesser of One Hundred Thousand Dollars
($50,000.00) or the amount which when added to all other Alterations made within
the prior twelve (12) months equals $100,000.00, and (vi) require a permit. In
the event that, within ten (10) days after receiving the Permitted Alterations
Notice, Landlord determines, in its reasonable discretion, that the proposed
Alterations are not Permitted Alterations, and so notifies Tenant, Tenant shall
apply for Landlord's consent for such Alterations in accordance with the
provisions of this Article IX. Tenant shall be required, if requested by
Landlord in accordance with the provisions of Section 9.06 hereof, to remove any
and all Alterations as Landlord may direct.

Section 9.04  Work Requirements. All work performed by Tenant in the Leased
Premises shall be performed (i) promptly and in a workmanlike manner with first-
class materials; (ii) by duly qualified or licensed persons; (iii) without
interference with, or disruption to, the operations of Landlord or other tenants
or occupants of the Building; and (iv) in accordance with (a) plans and
specifications approved in writing in advance by Landlord (as to both design and
materials) which such approval may be granted or withheld in Landlord's sole and
absolute discretion, except as otherwise provided in Section 9.03, above (as to
Permitted Alterations), and (b) all applicable governmental permits, rules and
regulations.

Section 9.05  Ownership of Improvements. All present and future alterations,
additions, renovations, improvements and installations made to the Leased
Premises, including without limitation the Tenant Work ("Leasehold
Improvements"), shall be deemed to be the property of Landlord when made and,
upon Tenant's vacation or abandonment of the Leased Premises, unless Landlord
directs otherwise, shall remain upon and be surrendered with the Leased Premises
in good order, condition and repair. All movable goods, inventory, office
furniture, equipment, trade fixtures and other movable personal property
belonging to Tenant that are not permanently affixed to the Leased Premises
(including supplemental HVAC units and such other items of personal property
that are temporarily affixed to the Leased Premises by bolts or screws, but can
be removed without any damage to the Leased Premises or the Building), shall
remain Tenant's property ("Tenant's Property") and shall be removable by Tenant
at any time, provided that Tenant shall repair any damage to the Leased Premises
or the Building caused by the removal of any of Tenant's Property.

Section 9.06  Removal of Tenant's Property. Tenant shall remove all of Tenant's
Property (and any Leasehold Improvements as Landlord may direct) prior to the
Termination Date or the termination of Tenant's right to possession. Tenant
shall repair any damage to the remaining Leasehold Improvements, the Leased
Premises or any other portion of the Building caused by such removal. If Tenant
fails to timely remove said items, they shall be considered as abandoned and
shall become the property of Landlord, or Landlord may have them removed and
disposed of. Notwithstanding the foregoing, Landlord shall only be entitled to
require that Tenant remove at the expiration or termination of the Term the
following items and restore the affected area to the condition existing prior to
the installation of any such items: any vault, safe, file systems (exclusive of
typical and customary file cabinets in individual offices or secretarial
stations), interior staircases between floors or similar items or any items that
Landlord determines in its reasonable discretion are not typically found in
office space in first-class office buildings in the Montgomery County, Maryland
area or would cost more to remove than typical leasehold improvements (such as
partitions) typically found in office space in first-class office buildings in
the Montgomery County, Maryland area. The foregoing provisions of this Article
IX shall not be construed as Landlord's consent to Tenant installing any of the
foregoing items and any such installation must be approved by Landlord pursuant
to the terms of this Lease. Notwithstanding the foregoing, Tenant shall not be
required to remove any item of Leasehold Improvements if at the time Tenant
requests Landlord's approval of the installation of such item of Leasehold
Improvements, Tenant specifically requests in writing that such item be
permitted to remain in the Leased Premises at the expiration or termination of
the Term and Landlord so approves such request. Tenant shall not be required to
remove any item of Tenant Work clearly shown on the Construction Documents
(hereinafter defined), unless at the time that Landlord approves the
Construction Documents pursuant to Paragraph 2(A) of Exhibit B, Landlord
provides Tenant notice that such item must be removed.

Section 9.07 Mechanic's Liens. No mechanic's or other lien shall be allowed
against the Building as a result of Tenant's improvements to the Leased
Premises. Tenant shall promptly pay all Persons furnishing labor, materials or
services with respect to any work performed by Tenant on the Leased
<PAGE>

Premises. If any mechanic's or other lien shall be filed against the Leased
Premises or the Building by reason of work, labor, services or materials
performed or furnished, or alleged to have been performed or furnished, to or
for the benefit of Tenant, Tenant shall cause the same to be discharged of
record or bonded to the satisfaction of Landlord within ten (10) days subsequent
to the filing thereof. If Tenant fails to discharge or bond any such lien,
Landlord, in addition to all other rights or remedies provided in this Lease,
may bond said lien or claim (or pay off said lien or claim if it cannot with
reasonable effort be bonded) without inquiring into the validity thereof and all
expenses incurred by Landlord in so discharging said lien, including reasonable
attorney's fees, shall be paid by Tenant to Landlord as Additional Rent on
twenty (20) days' demand.

                                   ARTICLE X

                  REPAIRS, MAINTENANCE, AND LANDLORD'S ACCESS

Section 10.01  Repairs by Landlord. Except as otherwise provided in this Lease
(including without limitation the provisions of Section 10.02 hereof) and except
for ordinary wear and tear, Landlord covenants to keep, maintain, manage and
operate the Common Areas in a manner comparable with the operation of other
first-class office buildings in Montgomery County, Maryland of a similar size,
location and age to the Building. Subject to the terms of this Lease, Landlord
agrees to maintain the roof, the exterior and structural portions of the
Building, the central or base Building mechanical, electrical and plumbing
systems and vertical sprinkler main (specifically excluding any supplemental
HVAC system, horizontal distribution portion of the sprinkler system or any
other system exclusively servicing the Leased Premises) in a manner that is
comparable to other first-class office buildings in Montgomery County, Maryland
of a similar size, location and age. If any such repairs are necessitated by
Tenant's breach of this Lease, or by any act or omission of Tenant, its agents,
employees, assigns, concessionaires, contractors or invitees, Tenant shall
reimburse to Landlord the reasonable cost incurred in completing such repairs.
Nothing herein shall diminish Tenant's responsibility to maintain and repair any
special Tenant equipment, including but not limited to any special fire
protection equipment, kitchen equipment and air conditioning equipment serving
and specially installed for the Leased Premises. If (i) Tenant notifies Landlord
(at the number and in the manner designated by Landlord to Tenant) that the
repair of an item for which Landlord is responsible hereunder requires immediate
repair, (ii) Tenant's use of the Leased Premises will be materially impaired
until such repair is undertaken, and (iii) the repair of such item is within
Landlord's reasonable control to undertake, then Landlord shall use good faith
efforts to generally respond to any such requests by Tenant for such repair and
commence such repair within twelve (12) hours of such notification; provided,
however, that Landlord's failure to respond or commence such repairs as set
forth above shall not be a breach, violation or default under this Lease.

Section 10.02  Repairs and Maintenance by Tenant. Throughout the Term Tenant
shall maintain the Leased Premises, including any Leasehold Improvements,
alterations or other improvements therein, in good order, condition and repair.
Tenant shall not cause or permit any waste, damage or injury to the Leased
Premises or the Building. Tenant's obligations shall include, without
limitation, the repair and replacement of appliances and equipment installed
specifically for Tenant such as refrigerators, disposals, computer room, air
conditioning, sinks and special plumbing fixtures, special fixtures and bulbs
for those fixtures, and any non-standard outlets.

Section 10.03  Inspections, Access and Emergency Repairs by Landlord. Upon
reasonable prior notice and without materially adversely affecting Tenant's
business within the Leased Premises, Tenant shall permit Landlord to enter all
parts of the Leased Premises to inspect the same. In the event of an emergency,
Landlord may enter the Leased Premises at any time and make such inspection and
repairs as Landlord deems necessary.

Section 10.04  Landlord's Compliance with Laws. If the common areas of the
Building are in violation of any applicable requirements of any federal or state
law, rule or regulation and an order (after all final appeals have been
exhausted) of any court or governmental entity requires that such violation be
cured, then Landlord shall promptly cure such violation, and if such violation
exists as of the Term Commencement Date, Landlord shall be responsible for the
cost of curing such violation (without including such expenditure as an
"Operating Cost"). Notwithstanding the foregoing, if the requirement that is
violated results from Tenant's particular use of the Leased Premises or any
damage caused or alteration made by Tenant in the Leased Premises or Tenant or
any of its agents or employees otherwise caused such violation or was
responsible for maintaining the item in violation pursuant to the terms hereof,
then Tenant shall pay for or reimburse Landlord for the cost to cure such
violation.

                                   ARTICLE XI

                                    CASUALTY

Section 11.01  Fire or Other Casualty. Tenant shall give prompt notice to
Landlord in case of fire or other casualty ("Casualty") to the Leased Premises
or the Building.

Section 11.02  Right to Terminate.

     A.  If (i) the Building is damaged to the extent of more than fifty percent
(50%) of the cost of replacement thereof; (ii) during the last Lease Year or in
any Partial Lease Year at the end of the Term, the Leased Premises are damaged
and Landlord determines that the damage cannot be repaired within ninety (90)
days after the date of the damage, or (iii) the Leased Premises are damaged to
the extent of
<PAGE>

fifty percent (50%) or more of the cost of replacement thereof (more than fifty
percent (50%) of the Floor Area of the Leased Premises immediately before such
Casualty is rendered untenantable) and Landlord determines that such damage
cannot be repaired within one hundred fifty (150) days from the date of such
occurrence; then Landlord may terminate this Lease by notice to Tenant within
forty-five (45) days after the date of the Casualty. If Landlord so terminates
this Lease then the Termination Date shall be the date set forth in the notice
to Tenant, which date shall not be less than thirty (30) days nor more than
sixty (60) days after the giving of said notice. The "cost of replacement" shall
be determined by the company or companies insuring Landlord against the
Casualty, or, if there shall be no such determination, by a qualified Person
selected by Landlord to determine such "cost of replacement."

     B.  If as a result of a Casualty (i) either during the last Lease Year or
in any Partial Lease Year at the end of the Term, the Leased Premises are
damaged and Landlord determines that the damage cannot be repaired within ninety
(90) days after the date of the damage, or (ii) more than fifty percent (50%) of
the Floor Area of the Leased Premises immediately before such Casualty is
rendered untenantable and Landlord determines that such damage cannot be
repaired within one hundred eighty (180) days from the date of such occurrence,
Tenant may terminate this Lease by giving Landlord forty-five (45) days' prior
notice given within sixty (60) days after the date of the Casualty.  If the
Casualty shall render the Leased Premises untenantable, in whole or in part, all
Rent shall abate proportionately during the period of such untenantability,
computed on the basis of the ratio which the amount of Floor Area of the Leased
Premises rendered untenantable bears to the total Floor Area of the Leased
Premises.  Notwithstanding the foregoing, such abatement shall terminate on the
earlier of (i) thirty (30) days after the date any such repair and restoration
work that Landlord is required hereunder to undertake is substantially completed
by Landlord, or (ii) the date Tenant uses for business purposes that portion of
the Leased Premises previously rendered untenantable.  Except to the extent
specifically set forth in this Section 11.02, neither the Rent nor any other
obligations of Tenant under this Lease shall be affected by any Casualty, and
Tenant hereby specifically waives all other rights it might otherwise have under
law or by statute.

Section 11.03  Landlord's Duty to Reconstruct. If this Lease is not terminated
pursuant to Sections 11.02.A or 11.02.B below, subject to Landlord's ability to
obtain the necessary permits and the availability of insurance proceeds,
Landlord shall repair the Leased Premises (excluding Tenant's Property and
Leasehold Improvements) which shall be Tenant's obligation to repair, restore or
replace) to a substantially similar condition as existed prior to the Casualty;
provided, Landlord shall not be required to expend an amount in excess of the
insurance proceeds received by Landlord in performing such repairs or
reconstruction.

Section 11.04  Tenant's Duty to Reconstruct. If this Lease is not terminated
pursuant to Sections 11.02.A or 11.02.B below, Tenant shall promptly commence
and diligently pursue to completion the redecorating and refixturing of the
Leased Premises, including repairing, restoring or replacing Tenant's Property
and Leasehold Improvements and to a substantially similar condition as existed
prior to the Casualty; provided, however, Tenant shall have no obligation to
expend any money to repair, restore and replace Tenant's Property and the
Leasehold Improvements in excess of the insurance proceeds available to Tenant
(plus any deductible amount) or the proceeds that would have been available to
Tenant (plus any deductible amount) had Tenant maintained in full force and
effect the insurance required hereunder. In no event, however, shall Tenant's
obligation to pay rent be affected as a result of adequate insurance proceeds
not being available, but such rent obligation shall remain subject to the
provisions of Section 11.02.B. hereof. Tenant shall reopen for business in the
Leased Premises as soon as practicable after the occurrence of the Casualty.

                                  ARTICLE XII

                                  CONDEMNATION

Section 12.01  Taking of Leased Premises.

     A.  If more than fifty percent (50%) of the Floor Area of the Leased
Premises shall be appropriated or taken under the power of eminent domain, or
conveyance shall be made in anticipation or in lieu thereof ("Taking"), either
party may terminate this Lease as of the effective date of the Taking by giving
notice to the other party of such election within thirty (30) days prior to the
date of such Taking.

     B.  If there is a Taking of a portion of the Leased Premises and this Lease
is not terminated pursuant to Section 12.01.A, above, then (i) as of the
effective date of the Taking, this Lease shall terminate only with respect to
the portion of the Leased Premises taken; (ii) after the effective date of the
Taking, the Rent shall be reduced by multiplying the same by a fraction, the
numerator of which shall be the Floor Area taken and the denominator of which
shall be the Floor Area of the Leased Premises immediately prior to the Taking;
(iii) as soon as reasonably possible after the effective date of the Taking,
Landlord shall, to the extent feasible, restore the remaining portion of the
Leased Premises to a complete unit of a similar condition as existed prior to
any work performed by Tenant, provided, however, Landlord shall not be required
to expend more on such alteration or restoration work than the condemnation
award received and retained by Landlord for the Leased Premises.

Section 12.02 Taking of Building. If there is a Taking of any portion of the
Building so as to render, in Landlord's judgment, the remainder unsuitable for
use as an office building, Landlord shall have the right to terminate this Lease
upon thirty (30) days' notice to Tenant. Provided Tenant is not then in default
<PAGE>

under this Lease, Tenant shall receive a proportionate refund from Landlord of
any Rent Tenant paid in advance.

Section 12.03  Condemnation Award. All compensation awarded for a Taking of any
part of the Leased Premises (including the Leasehold Improvements) or a Taking
of any other part of the Building shall belong to Landlord. Tenant hereby
assigns to Landlord all of its right, title and interest in any such award.
Tenant shall have the right to collect and pursue any separate award as may be
available under local procedure for moving expenses or Tenant's Property, so
long as such award does not reduce the award otherwise belonging to Landlord as
aforesaid.

                                  ARTICLE XIII

                                    PARKING

Section 13.01  Parking Rights. Provided that Tenant is occupying the Leased
Premises and is not in Default under this Lease, Tenant shall have the right to
purchase the number of monthly parking space contracts set forth in Section
1.01.J, above, from the Building garage operator, at the rates set forth below
and on such other terms and conditions as reasonably established by the Building
garage operator from time to time. Such parking contracts shall be for parking
spaces marked as reserved for Tenant's exclusive use. These parking spaces shall
be in the surface parking area and the structured parking area in the locations
depicted on Exhibit O attached hereto. For the first Lease Year, the price for
the spaces in the surface parking area (the "Surface Parking Rate") shall be One
Hundred Fifty Dollars ($150.00) per space per month and the price for spaces in
the structured parking area (the "Structured Parking Rate") shall be Two Hundred
Dollars ($200.00) per space per month. The surface area spaces shall be reserved
during Building Hours (but are neither reserved nor guaranteed to be available
after Building Hours) and the spaces in the structured parking area shall be
available twenty-four hours per day three hundred sixty-five days per year.
During non-Building Hours, the surface area spaces shall be available on a
"first come, first serve" basis, but the monthly parking contracts for surface
parking spaces issued pursuant hereto shall permit use of the surface area
spaces during non-Building hours without an additional charge therefor (other
than the Surface Parking Rates charged for such contracts). On the first day of
the second Lease Year, and on the first day of each Lease Year thereafter, the
Surface Parking Rate and the Structured Parking Rate then in effect shall be
increased by the same percentage that the Minimum Rent is increased pursuant to
Section 5.02 hereof. A portion of the parking space contracts purchased by
Tenant pursuant to the foregoing provisions shall be designated for handicapped
use and carpool use pursuant to the Parking Allocation chart set forth on
Exhibit O, the location of which shall be determined by Landlord in its
reasonable discretion. In addition to the foregoing monthly parking space
contracts, Tenant shall have the right to purchase up to six (6) additional
monthly parking space contracts, which shall be on the same terms and conditions
as Tenant's other monthly parking space contracts, except (i) Landlord shall
determine in its sole discretion the location thereof and whether or not such
contracts will be for reserved parking spaces, and (ii) Landlord shall be
entitled to terminate Tenant's right with respect to any or all of the
additional monthly parking space contracts upon thirty (30) days prior written
notice.

Section 13.02  Parking Rules and Conditions. Use of the Building garage by
Tenant, its employees, agents and business invitees is subject to the reasonable
rules and regulations of Landlord and/or the Building garage operator as may be
promulgated or amended by Landlord and/or the Building garage operator from time
to time. All monthly parking space contracts obtained by Tenant are non-
transferable other than to permitted sublessees and assignees hereunder. If
Tenant fails to maintain, or elects to purchase fewer than, the full number of
monthly parking space contracts to which it is entitled under Section 13.01,
above, Tenant's right to purchase the remaining contracts shall expire and be of
no further force or effect.

Section 13.03  Awning. Landlord shall construct an awning or covered walkway
from the stairwell leading up from the lower deck of the parking structure to
the Building entrance as more particularly described on Exhibit L attached
hereto, provided, that (i) such awning or walkway is permitted under the laws,
rules and regulations of the Montgomery County, Maryland and any other
governmental or quasi-governmental authorities having appropriate jurisdiction
over the Building and under any easements, covenants or restrictions affecting
the Building.

                                  ARTICLE XIV

                          SUBORDINATION AND ATTORNMENT

Section 14.01 Subordination. Tenant's rights under this Lease are subordinate
to: (i) all present and future ground or underlying leases affecting all or any
part of the Building; and (ii) any easement, license, mortgage, deed of trust or
other security instrument now or hereafter affecting the Building (those
documents referred to in (i) and (ii) above being collectively referred to as a
"Mortgage" and the Person or Persons having the benefit of same being
collectively referred to as a "Mortgagee"). In confirmation of such
subordination, Tenant shall, at Landlord's request, promptly execute any
requisite or appropriate subordination or other document, but Tenant's
subordination provided in this Section 14.01 is self-operative and no further
instrument of subordination shall be required. Landlord shall obtain a
subordination, non-disturbance and attornment agreement for Tenant from any
holder of a mortgage or the ground lessor under a ground lease, currently
encumbering the Building; provided that (i) if such mortgagee or ground lessor
is a Qualified Lender (hereinafter defined), then the form of such
subordination, non-disturbance and attornment agreement shall be in such
mortgagee's or such ground lessor's customary form, and (ii) if such mortgagee
or ground lessor is not a Qualified Lender, then the form of such subordination,
<PAGE>

non-disturbance and attornment agreement shall be either, at Landlord's
election, in a form used by a Qualified Lender or in such form that is otherwise
commercially reasonable.  In addition, Tenant's subordination and attornment to
any future mortgage or ground lease as set forth in this Section 14.01, shall be
conditioned upon Landlord obtaining a subordination, non-disturbance and
attornment agreement for Tenant from the holder of such mortgage or the ground
lessor under such ground lease; provided that (i) if such mortgagee or ground
lessor is a Qualified Lender (hereinafter defined), then the form of such
subordination, non-disturbance and attornment agreement shall be in such
mortgagee's or such ground lessor's customary form, and (ii) if such mortgagee
or ground lessor is not a Qualified Lender, then the form of such subordination,
non-disturbance and attornment agreement shall be either, at Landlord's
election, in a form used by a Qualified Lender or in such form that is otherwise
commercially reasonable.  For purposes hereof, the term "Qualified Lender" shall
mean any entity that is in the business of, or regularly engages in,
underwriting or originating commercial real estate loans, including without
limitation, any life insurance company, bank, financial institution, savings and
loan institution, pension fund, real estate investment trust, conduit,
correspondent loan originator, investment banking company or real estate
investment trust.

Section 14.02  Attornment. If any Person succeeds to all or part of Landlord's
interest in the Leased Premises, whether by purchase, foreclosure, deed in lieu
of foreclosure, power of sale, termination of lease or otherwise, Tenant shall,
without charge, attorn to such successor-in-interest upon request from Landlord,
provided such Person recognizes this Lease.

Section 14.03  Estoppel Certificate. Each of Landlord and Tenant, within
fourteen (14) days after receiving notice from, and without charge or cost to,
the other, shall certify by written instrument to the other or any other Person
designated by Landlord or Tenant: (i) that this Lease is in full force and
effect and unmodified (or if modified, stating the modification); (ii) the
dates, if any, to which each component of the Rent due under this Lease has been
paid; (iii) whether Landlord or Tenant has failed to perform any covenant, term
or condition under this Lease, and the nature of Landlord's or Tenant's failure,
if any; and (iv) such other relevant information as Landlord or Tenant may
request.

Section 14.04  Quiet Enjoyment. Landlord covenants that it has full right, power
and authority to enter into this Lease and that Tenant, upon performing all of
Tenant's obligations under this Lease and timely paying all Rent, shall
peaceably and quietly have, hold and enjoy the Leased Premises during the Term
without hindrance, ejection or molestation by any Person lawfully claiming by,
through or under Landlord.


                                   ARTICLE XV

                           ASSIGNMENT AND SUBLETTING

Section 15.01  Landlord's Consent Required.

     A.  Tenant and any permitted Transferee, as hereinafter defined, shall not
voluntarily or involuntarily, by operation of law or otherwise: (i) transfer,
assign, mortgage, encumber, pledge, hypothecate, or assign all or any of its
interest in this Lease, or (ii) sublet or permit the Leased Premises, or any
part thereof, to be used by others including, but not limited to concessionaires
or licensees, or (iii) issue new stock (or partnership shares or membership
interests), create additional classes of stock (or partnership shares or
membership interests), or sell, assign, hypothecate or otherwise transfer the
outstanding voting stock (or partnership shares or membership interests) so as
to result in a change in the present control of Tenant or any permitted
Transferee, if in connection with any such issuance, sale, assignment,
hypothecation or transfer either (1) any of the assets of Tenant are
transferred, granted or pledged as security for the purchase price (or other
consideration) of the stock (or other instrument(s) representing or containing
voting interest(s) in Tenant) issued, sold, assigned, hypothecated or
transferred, but only if the loan secured by such assets is more than fifty
percent (50%) of the fair value of such assets, or (2) immediately after giving
effect to such issuance, sale, assignment, hypothecation or transfer, Tenant's
net worth or general creditworthiness is less than its net worth or general
creditworthiness immediately prior to such transfer or pledge (provided,
however, that this subsection (iii) shall not be applicable to Tenant if it is a
publicly owned corporation whose outstanding voting stock is listed on a
national securities exchange (as defined in the Securities Exchange Act of 1933
or the Securities Exchange Act of 1934, as amended) or is traded actively in the
over-the-counter market), or (iv) sell, assign or otherwise transfer all or
substantially all of Tenant's or any permitted Transferee's assets; without the
prior consent of Landlord, in each instance, which consent Landlord may withhold
in its sole and absolute discretion (except as provided below).  All of the
foregoing transactions shall be referred to collectively or singularly as a
"Transfer", and the Person to whom Tenant's interest is transferred shall be
referred to as a "Transferee."  Notwithstanding the foregoing, Landlord shall
not unreasonably withhold, condition or delay its consent to any proposed
assignment of the Lease or any proposed subletting of the Leased Premises,
provided that Landlord determines that the proposed assignee or subtenant (a) is
of a type and quality consistent with the first-class nature of the Building;
(b) has the financial capacity and creditworthiness to undertake and perform the
obligations of this Lease or the sublease (as applicable) ; provided, however,
that with respect to any proposed subletting of the Leased Premises on the
Sublet Floor (hereinafter defined), this item (b) shall not be applicable (it
being understood that the "Sublet Floor" shall mean the one floor of the Leased
Premises that is designated as the "Sublet Floor" by Tenant in its request for
Landlord's approval of the first subletting proposed by Tenant); (c) proposes to
use the Leased Premises only for the uses expressly permitted hereunder and not
for any purposes prohibited hereunder; and (d) is not a party by whom any suit
or action could be defended on the ground of sovereign immunity.  In addition,
Landlord shall be entitled to limit the number of sublettings of the Leased
Premises at any one time to a reasonable amount determined by Landlord.
<PAGE>

     B.  Any Transfer without Landlord's consent shall not be binding upon
Landlord, shall confer no rights upon any third Person, and shall, without
notice or grace period of any kind, constitute a Default by Tenant under this
Lease.  Acceptance by Landlord of Rent following any Transfer shall not be
deemed to be a consent by Landlord to any such Transfer, acceptance of the
Transferee as a tenant, release of Tenant from the performance of any covenants
herein, or waiver by Landlord of any remedy of Landlord under this Lease,
although amounts received shall be credited by Landlord against Tenant's Rent
obligations.  Consent by Landlord to any one Transfer shall not be a waiver of
the requirement for consent to any other Transfer.  No reference in this Lease
to assignees, concessionaires, subtenants or licensees shall be deemed to be a
consent by Landlord to occupancy of the Leased Premises by any such assignee,
concessionaire, subtenant or licensee.

     C.  Tenant shall remain fully and primarily liable and obligated under this
Lease for the entire Term in the event of any Transfer, and in the event of a
Default by the Transferee, Landlord shall be free to pursue Tenant, the
Transferee, or both, without prior notice or demand to either. Landlord may
require as a condition to its consent to any assignment of this Lease that the
assignee execute an instrument in which such assignee assumes the obligations of
Tenant hereunder and that the Tenant execute a guaranty or other instrument in
which such Tenant confirms its continued liability hereunder.   In the event
Tenant assigns this Lease (other than to a Qualified Tenant Affiliate) or
sublets more than fifty percent (50%) of the Leased Premises (other than to a
Qualified Tenant Affiliate) when permitted to do so by Landlord, all of Tenant's
options under this Lease to renew or extend the Term shall, upon the date of
such subletting, be null and void and forever terminated.  In the event Tenant
assigns this Lease or sublets more than forty percent (40%) of the Leased
Premises when permitted to do so by Landlord, all of Tenant's options under this
Lease to lease additional space, and any other option or right of first refusal,
right to first negotiation and similar rights shall, upon the date of such
subletting, be null and void and forever terminated.

     D.  If Tenant desires the consent of Landlord to a Transfer, Tenant shall
submit to Landlord, at least fifteen (15) business days prior to the proposed
effective date of the Transfer, a written notice which includes the business
terms of the assignment or subletting, financial information and statements
concerning the proposed transferee and such other information as Landlord may
reasonably require about the proposed Transfer and the transferee.  Landlord
shall have fifteen (15) business days from the receipt of such notice (together
with all information required to be contained in such notice, including any
information reasonably requested by Landlord with respect thereto) to review
Tenant's request and to notify Tenant whether it will consent to such proposed
Transfer, provided that Tenant in its written request for such consent refers to
this provision and states in capital bold letters in such request and on the
outside of the envelope containing such request the following: "LANDLORD MUST
RESPOND TO TENANT'S REQUEST CONTAINED HEREIN WITHIN FIFTEEN (15) BUSINESS DAYS."
If (i) Landlord fails to notify Tenant whether or not it will consent to a
proposed assignment or sublease within such fifteen (15) business day period,
and, thereafter, Tenant delivers notice ("Transfer Response Failure Notice") to
Landlord of such failure (which Transfer Response Failure Notice must refers to
this provision and states in capital bold letters in the Transfer Response
Failure Notice and on the outside of the envelope containing the Transfer
Response Failure Notice the following: "LANDLORD MUST RESPOND TO TENANT'S
REQUEST CONTAINED HEREIN WITHIN SEVEN (7) BUSINESS DAYS OF RECEIPT OR SUCH
REQUEST SHALL BE DEEMED APPROVED," and (ii) Landlord fails to respond to such
request within seven (7) business days after Landlord's receipt of the Transfer
Response Failure Notice, then Landlord's consent to the proposed assignment or
subletting shall be deemed given.

     E.  Landlord shall have the right to (i) terminate this Lease in the event
of a proposed assignment of this Lease, (ii) terminate this Lease with respect
to any portion of the Leased Premises proposed to be sublet if (a) the term of
such subletting (including renewals thereof) is scheduled to expire within one
(1) year of the expiration of the Term, or (b) the square footage of the space
Tenant proposes to sublet  plus the square footage of all other space then being
sublet by Tenant is at least fifty percent (50%) of the square footage of the
Leased Premises.  Landlord may exercise such right to terminate by giving notice
to Tenant at any time within thirty (30) days after the date on which Tenant has
requested consent to the Transfer.  If Landlord exercises such right to
terminate, Landlord shall be entitled to recover possession of, and Tenant shall
surrender such portion of, the Leased Premises (with appropriate demising
partitions erected at the expense of Tenant) on the later of (i) the effective
date of the proposed Transfer, or (ii) sixty (60) days after the date of
Landlord's notice of termination.  In the event Landlord exercises such right to
terminate, Landlord shall have the right to enter into a lease with the proposed
transferee without incurring any liability to Tenant on account thereof.
Notwithstanding the foregoing, if (i) Landlord provides such notice to Tenant
that it is terminating the Lease with respect to space proposed to be sublet,
and (ii) such right of termination is pursuant to Section 15.E(ii)(b), above
(i.e., the square footage of the space proposes to sublet plus the square
footage of all other space then being sublet is at least fifty percent (50%) of
the square footage of the Leased Premises), then Tenant shall be entitled to
revoke its request for consent to such proposed subletting by delivering to
Landlord written notice thereof within five (5) business days after Tenant
receives notice of such termination.  If such revocation is timely delivered to
Landlord, Landlord's termination of the Lease with respect to such space
proposed to be sublet shall be void and the Lease with respect to such space
shall remain in full force and effect (as if it was not so terminated by
Landlord).

F.  If Landlord consents to any Transfer, Tenant shall pay to Landlord fifty
percent (50%) of all rent and other consideration received by Tenant (less all
reasonable out-of-pocket costs and expenses paid by Tenant in connection with
consummating such Transfer) in excess of the Rent paid by Tenant hereunder for
the portion of the Leased Premises so transferred.  Such rent shall be paid as
and when received by Tenant. In addition, Tenant shall pay to Landlord any costs
or expenses (including without limitation attorneys' fees) incurred by Landlord
in connection with any proposed Transfer, whether or not Landlord consents to
such Transfer.  In calculating any excess rent payable by Tenant to Landlord
<PAGE>

pursuant to this Section, Tenant shall first be entitled to deduct (a) any
improvement allowances or other economic concessions granted by Tenant to the
assignee or sublessee; (b) the unamortized costs of initial improvements to the
subject portion of the Leased Premises paid for by Tenant in connection with
such assignment or sublease; (c) costs incurred by Tenant to buy-out or take
over the previous lease of the assignee or sublessee; (d) all costs incurred by
Tenant to advertise the subject portion of the Leased Premises for assignment or
sublease; (e) brokerage commissions and/or legal fees paid by Tenant in
connection with an assignment or sublease; and (f) all other reasonable costs
incurred by Tenant in connection with the assignment or sublease.

G.  Notwithstanding anything contained herein to the contrary, Tenant may upon
at least thirty (30) days prior written notice to Landlord (the "Affiliate
Notice"), but without Landlord's prior written consent, assign this Lease, or
sublet all or a portion of the Leased Premises to a Qualified Tenant Affiliate
(hereinafter defined), provided that no default exists hereunder and no event
exists which event with notice and/or the passage of time would constitute a
default hereunder if not cured within the applicable cure period.  A "Qualified
Tenant Affiliate" shall mean a corporation or other entity which (i) shall
control, be controlled by or be under common control with Tenant or which
results from a merger or consolidation with Tenant or succeeds to all the
business and assets of Tenant, (ii) is of a type and quality consistent with the
first-class nature of the Building, (iii) is not a party by whom any suit or
action could be defended on the ground of sovereign immunity, and (iv) in the
case of a merger or consolidation, has a net worth immediately after such merger
or consolidation at least equal to the net worth of Tenant immediately prior to
such merger or consolidation.  For purposes of the immediately preceding
sentence, "control" shall be deemed to be ownership of more than fifty percent
(50%) of the legal and equitable interest of the controlled corporation or other
business entity.  In the event of any assignment to a Qualified Tenant
Affiliate, Tenant shall remain fully liable to perform the obligations of the
Tenant under this Lease, such obligations to be joint and several with the
obligations of the Qualified Tenant Affiliate as tenant under this Lease, and
Tenant shall execute such guaranty or other agreement as Landlord shall request
to confirm such liability.  Notwithstanding any provision contained in this
Lease to the contrary, Landlord's prior written consent shall be required to (a)
any merger, consolidation or asset acquisition involving Tenant or the assets or
ownership interest of Tenant if in connection therewith, any of the assets of
Tenant are transferred, granted or pledged as security for the purchase price
(or other consideration) for such merger, consolidation or asset acquisition,
but only if the loan secured by such assets is more than fifty percent (50%) of
the fair value of such assets, and (b) any sale, conveyance or transfer of all
or substantially all of Tenant's assets to an entity that does not assume all of
the obligations of Tenant under this Lease.

                                  ARTICLE XVI

                              DEFAULT AND REMEDIES

Section 16.01  Default. Each of the following events shall constitute a default
("Default") by Tenant under this Lease: (i) if Tenant fails to pay any Rent (or
any installment thereof) when the same shall be due and payable (without the
necessity of demand or notice) and such failure is not cured within five (5)
days after Landlord has delivered to Tenant written notice of such failure; (ii)
if Tenant breaches or fails to observe or perform of any term, condition or
covenant of this Lease, other than those involving the payment of Rent or
failure to continuously occupy and operate the Leased Premises as required, and
such breach or failure is not cured within thirty (30) days after Tenant's
receipt of notice thereof, unless such condition cannot reasonably be cured
within such thirty (30) days, in which case Tenant must commence such cure
within said thirty (30) days and diligently pursue said cure to its completion
(provided, however, if such breach or failure creates a hazard, public nuisance
or dangerous situation, said thirty (30) day grace period shall be reduced to
forty-eight (48) hours after Tenant's receipt of notice); or (iii) if Tenant
fails to carry and maintain the insurance required by this Lease.
Notwithstanding the preceding sentence, if Landlord shall give notice of two (2)
such Defaults within any twelve (12) month period, then thereafter, Tenant shall
be in Default under this Lease if it fails to pay any Rent within ten (10) days
after the same shall be due and payable, without the necessity of notice.

Section 16.02  Remedies and Damages.

     A.  If a Default described in Section 16.01, above, occurs, Landlord shall
have all the rights and remedies provided in this Section 16.02, in addition to
all other rights and remedies available under this Lease or provided at law or
in equity.

     B.  Landlord may, upon notice to Tenant, terminate this Lease, or terminate
Tenant's right to possession without terminating this Lease (as Landlord may
elect).  If this Lease or Tenant's right to possession under this Lease are at
any time terminated under this Section 16.02 or otherwise, Tenant shall
immediately surrender and deliver the Leased Premises peaceably to Landlord.  If
Tenant fails to do so, Landlord shall be entitled to the benefit of all
provisions of law respecting the speedy recovery of possession of the Leased
Premises (whether by summary proceedings or otherwise).

     C.  Landlord may also perform, on behalf and at the expense of Tenant, any
obligation of Tenant under this Lease which Tenant fails to perform, the cost of
which (with interest thereon at the Interest Rate (hereinafter defined) per year
from the date such costs were incurred by Landlord) shall be paid by Tenant to
Landlord upon demand.  The term "Interest Rate" shall mean the greater of the
following rates on a per annum basis (i) twelve percent (12%), or (ii) the Prime
Rate in effect from time to time (as published from time to time by The Wall
Street Journal, which rate is currently calculated based upon the corporate loan
rates of the nations largest banks) plus four percentage points (4%).  In
performing any obligations of Tenant, Landlord shall incur no liability for any
loss or damage that may accrue to Tenant, the Leased Premises or Tenant's
Property by reason thereof, except to the extent provided in Section
<PAGE>

8.01 hereof (subject to all limitations set forth therein and otherwise in this
Lease). The performance by Landlord of any such obligation shall not constitute
a release or waiver of any of Tenant's obligations under this Lease.

     D.  Upon termination of this Lease or of Tenant's right to possession under
this Lease, Landlord may at any time and from time to time relet all or any part
of the Leased Premises for the account of Tenant or otherwise, at such rentals
and upon such terms and conditions as Landlord shall deem appropriate.  Landlord
agrees to use commercially reasonable efforts to mitigate any damages that
Landlord may suffer as a result of any default by Tenant hereunder, which
commercially reasonable efforts may include Landlord undertaking to lease the
Leased Premises to another tenant (a "Substitute Tenant"); provided, however,
notwithstanding anything contained herein to the contrary (i) Landlord shall
have no obligation to solicit or entertain negotiations with any other
prospective tenants for the Leased Premises until Landlord obtains full and
complete possession of the Leased Premises; (ii) Landlord shall not be obligated
to offer the Leased Premises to a prospective tenant when other premises in the
Building suitable for that prospective tenant's use are (or soon will be)
available; (iii) Landlord shall not be obligated to lease the Leased Premises to
a Substitute Tenant for a rental less than the current fair market rental then
prevailing for similar office uses in comparable buildings in the same market
area as the Building, nor shall Landlord be obligated to enter into a new lease
under other terms and conditions that are unacceptable to Landlord under
Landlord's then current leasing policies for comparable space in the Building;
(iv) Landlord shall not be obligated to enter into a lease with any proposed
tenant whose use would:   (1) violate any restriction, covenant or requirement
contained in the lease of another tenant of the Building; (2) adversely affect
the reputation of the Building; or (3) be incompatible with the operation of the
Building as a first class building; and (v) Landlord shall not be obligated to
enter into a lease with any proposed Substitute Tenant which does not have, in
Landlord's reasonable opinion, sufficient financial resources or operating
experience to operate the Leased Premises in a first class manner.  Tenant
agrees to use commercially reasonable efforts to mitigate any damages that
Tenant may suffer as a result of any default by Landlord hereunder.  Landlord
shall receive and collect the rents therefor, applying the same first to the
payment of such expenses as Landlord may incur in recovering possession of the
Leased Premises, including legal expenses and attorneys' fees, in placing the
Leased Premises in good order and condition and in preparing or altering the
same for re-rental; second, to the payment of such expenses, commissions and
charges as may be incurred by or on behalf of Landlord in connection with the
reletting of the Leased Premises; and third, to the fulfillment of the covenants
of Tenant under this Lease, including the various covenants to pay Rent.  Any
such reletting may be for such term(s) as Landlord elects.  Thereafter, Tenant
shall pay Landlord until the end of the Term of this Lease the equivalent of the
amount of all the Rent and all other sums required to be paid by Tenant, less
the net avails of such reletting, if any, on the dates such Rent and other sums
above specified are due.  Any reletting by Landlord shall not be construed as an
election by Landlord to terminate this Lease unless notice of such intention is
given by Landlord to Tenant.  Notwithstanding any reletting without termination
of this Lease, Landlord may at any time thereafter elect to terminate this
Lease.  In any event, Landlord shall not be liable for, nor shall Tenant's
obligations hereunder be diminished by reason of, any failure by Landlord to
relet the Leased Premises or any failure by Landlord to collect any sums due
upon such reletting.

     E.  Without limiting any of the foregoing remedies of Landlord, if Tenant
shall vacate the Leased Premises (whether or not Tenant is in default of this
Lease), then Tenant shall make, at Tenant's sole cost, such alterations to the
suite entry area of the Leased Premises as Landlord reasonably determines
appropriate to minimize risks of damage to the Building and any adverse effect
the vacant Leased Premises may have on the aesthetics of the floor on which the
Leased Premises are located, which alterations may include without limitation,
locking-off the elevator to any floor occupied entirely by Tenant and/or the
replacement of any glass suite entry area in the Leased Premises with Building
standard wood doors and any conforming replacements of any other glass portion
of the suite entry area.

Section 16.03  Remedies Cumulative. No reference to any specific right or remedy
in this Lease shall preclude Landlord from exercising any other right, from
having any other remedy, or from maintaining any action to which it may
otherwise be entitled under this Lease, at law or in equity.

Section 16.04  Waiver.

     A.  Landlord shall not be deemed to have waived any provision of this
Lease, or the breach of any such provision, unless specifically waived by
Landlord in a writing executed by an authorized officer of Landlord.  No waiver
of a breach shall be deemed to be a waiver of any subsequent breach of the same
provision, or of the provision itself, or of any other provision.

     B.  Tenant hereby expressly waives any and all rights of redemption and any
and all rights to relief from forfeiture which would otherwise be granted or
available to Tenant under any present or future statutes, rules or case law.

     C.  In any litigation (whether or not arising out of or relating to this
Lease) in which Landlord and Tenant shall be adverse parties, both Landlord and
Tenant knowingly, voluntarily and intentionally waive their respective rights to
trial by jury.
<PAGE>

                                  ARTICLE XVII

                            MISCELLANEOUS PROVISIONS

Section 17.01  Notices.

     A.  Whenever any demand, request, approval, consent or notice (singularly
and collectively, "Notice") shall or may be given by one party to the other,
such Notice shall be in writing and addressed to the parties at their respective
addresses as set forth in Section 1.01.H, above, and served by (i) hand, (ii) a
nationally recognized overnight express courier, or (iii) registered or
certified mail return receipt requested.  The date the notice is received shall
be the date of service of Notice.  If an addressee refuses to accept delivery,
however, then Notice shall be deemed to have been served on either (i) the date
hand delivery is refused, (ii) the next business day after the Notice was sent
in the case of attempted delivery by overnight courier, or (iii) five (5)
business days after mailing the notice in the case of registered or certified
mail.  Either party may, at any time, change its Notice address by giving the
other party Notice, in accordance with the above, stating the change and setting
forth the new address.

     B.  If any Mortgagee shall notify Tenant that it is the holder of a
Mortgage affecting the Leased Premises, no Notice thereafter sent by Tenant to
Landlord shall be effective unless and until a copy of the same shall also be
sent to such Mortgagee, in the manner prescribed in this Section 17.01, to the
address as such Mortgagee shall designate.

Section 17.02  Recording. Neither this Lease nor a memorandum thereof shall be
recorded without the consent of Landlord.

Section 17.03  Interest and Administrative Costs.

     A.  If (i) Tenant fails to make any payment under this Lease when due, (ii)
Landlord performs any obligation of Tenant under this Lease, or (iii) Landlord
incurs any costs or expenses as a result of Tenant's Default under this Lease,
then Tenant shall pay, upon demand, Interest from the date such payment was due
or from the date Landlord incurs such costs or expenses relating to the
performance of any such obligation or Tenant's Default.

     B.  If Tenant requests Landlord to review and/or execute any documents in
connection with this Lease, including Assignment and Transfer documents, and
Landlord's Waiver of Lien, Tenant shall pay to Landlord, upon demand, as a
reasonable administrative fee for the review and/or execution thereof, all costs
and expenses, including reasonable attorney's fees (which shall include the cost
of time expended by in-house counsel) incurred by Landlord and/or Landlord's
agent.

Section 17.04  Legal Expenses. If Landlord or Tenant institutes any suit against
the other in connection with the enforcement of their respective rights under
this Lease, the violation of any term of this Lease, the declaration of their
rights hereunder, or the protection of Landlord's or Tenant's interests under
this Lease, the non-prevailing party shall reimburse the prevailing party for
its reasonable expenses incurred as a result thereof including court costs and
attorneys' fees. Notwithstanding the foregoing, if Landlord files any legal
action for collection of Rent or any eviction proceedings, whether summary or
otherwise, for the non-payment of Rent, and Tenant pays such Rent prior to the
rendering of any judgment, the Landlord shall be entitled to collect, and Tenant
shall pay, all court filing fees and the reasonable fees of Landlord's
attorneys.

Section 17.05  Successors and Assigns. This Lease and the covenants and
conditions herein contained shall inure to the benefit of and be binding upon
Landlord and Tenant, and their respective permitted successors and assigns. Upon
any sale or other transfer by Landlord of its interest in the Leased Premises,
Landlord shall be relieved of any obligations under this Lease occurring
subsequent to such sale or other transfer.

Section 17.06  Limitation on Right of Recovery Against Landlord. No shareholder,
member, trustee, partner, director, officer, employee, representative or agent
of Landlord shall be personally liable in respect of any covenant, condition or
provision of this Lease. If Landlord breaches or defaults in any of its
obligations in this Lease, Tenant shall look solely to the equity of the
Landlord in the Building for satisfaction of Tenant's remedies.

Section 17.07  Security Deposit.

     A.  Amount. Simultaneously with the execution of this Lease, Tenant shall
deposit with Landlord the amount set forth in Section 1.01.F, above, as a
security deposit.

     B.  Security. Such Security Deposit shall be considered as security for the
payment and performance by Tenant of all of Tenant's obligations, covenants,
conditions and agreements under this Lease except as hereinafter provided.

     C.  Form. Such Security Deposit may, at Tenant's option, be deposited by
Tenant with Landlord in the form of cash or Tenant shall deliver to Landlord an
irrevocable letter of credit (the "Letter of Credit"), in the amount set forth
in Section 17.07.A, above; provided, however, that Tenant on three (3) occasions
during the Term, Tenant shall be entitled to either (i) replace the then
existing Letter of Credit security deposit with a cash security deposit or (ii)
replace the then existing cash security deposit with a Letter of Credit security
deposit (meeting the requirements hereof). If Tenant elects to provide the
Letter of
<PAGE>

Credit as such Security Deposit, Tenant shall maintain the Letter of Credit in
full force and effect throughout the entire term of this Lease and until thirty
(30) days after the Lease Expiration Date, occurs, and shall cause the Letter of
Credit to be renewed or replaced not less than thirty (30) days prior to its
expiry date. The Letter of Credit shall (i) be unconditional, irrevocable,
transferable, payable to Landlord on sight at a metropolitan Washington, D.C.
area financial institution, in partial or full draws, (ii) be substantially in
the form attached hereto and incorporated herein as Exhibit J, and otherwise be
in form and content acceptable to Landlord, (iii) shall be issued by a financial
institution acceptable to Tenant and Landlord, and (iv) contain an "evergreen"
provision which provides that it is automatically renewed on an annual basis
unless the issuer delivers sixty (60) days' prior written notice of cancellation
to Landlord and Tenant. Any and all fees or costs charged by the issuer in
connection with the Letter of Credit shall be paid by Tenant.

     D.  Right to Draw.

     (i) If the Security Deposit is in the form of cash, in the event of any
     default (after the expiration of any applicable cure period expressly set
     forth in Section 16.01 hereof) by Tenant hereunder, Landlord shall have the
     right, but shall not be obligated, to apply all or any portion of the
     Security Deposit to compensate Landlord (whether in whole or in part) for
     such default, in which event, within fifteen (15) days thereafter, Tenant
     shall be obligated to deposit with Landlord the amount necessary to restore
     the balance of the Security Deposit to its original amount; provided,
     however, neither the application of the Security Deposit as set forth above
     nor the payment by Tenant to restore such Security Deposit shall operate to
     cure such default or to estop Landlord from pursuing any remedy to which
     Landlord would otherwise be entitled.

     (ii) If the Security Deposit is in the form of a Letter of Credit, Landlord
     shall have the right to draw upon the Letter of Credit in whole or in part
     and apply the proceeds thereof as may be necessary to compensate Landlord
     for any default under this Lease on the part of Tenant, and Tenant, within
     fifteen (15) days after Landlord delivers written demand therefor to
     Tenant, shall forthwith restore the Letter of Credit to its original
     amount; provided, however, neither the application of the Security Deposit
     as set forth above nor the restoration by Tenant of such Security Deposit
     shall operate to cure such default or to estop Landlord from pursuing any
     remedy to which Landlord would otherwise be entitled. Should Landlord elect
     to draw the full amount of the Letter of Credit upon a default by Tenant
     (after the expiration of any applicable cure period expressly set forth in
     Section 16.01 hereof), Tenant expressly waives any right it might otherwise
     have to prevent Landlord from drawing on the Letter of Credit and agrees
     that an action for damages and not injunctive or other equitable relief
     shall be Tenant's sole remedy in the event Tenant disputes Landlord's claim
     to any such amounts.

     (iii) Landlord shall have the right to draw upon the Letter of Credit in
     any of the following circumstances: (i), if the total assets of the issuer
     of the Letter of Credit are at anytime less than Three Billion Dollars
     ($3,000,000,000.00), or such issuer has a Standard & Poor's commercial
     paper rating of less than A-1 (provided if at anytime the current Standard
     & Poor's commercial paper rating system is no longer in existence, a
     comparable rating of a comparable commercial paper rating system from a
     comparable company shall be selected by Landlord, in its reasonable
     discretion, for purposes of this Section 17.07) and Tenant fails to deliver
     to Landlord a replacement Letter of Credit complying with the terms of this
     Lease within thirty (30) days of request therefor from Landlord, (ii) the
     issuer of the Letter of Credit shall enter into any supervisory agreement
     with any governmental authority, or the issuer of the Letter of Credit
     shall fail to meet any capital requirements imposed by applicable law, and
     Tenant fails to deliver to Landlord a replacement Letter of Credit
     complying with the terms of this Lease within thirty (30) days of request
     therefor from Landlord, or (iii) if Tenant fails to provide Landlord with
     any renewal or replacement Letter of Credit complying with the terms of
     this Lease at least sixty (60) days prior to expiration of the then-current
     Letter of Credit. In the event the Letter of Credit is drawn upon due
     solely to the circumstances described in the foregoing clauses (i), (ii) or
     (iii), the amount drawn shall be held by Landlord without interest as a
     Security Deposit to be otherwise retained, expended or disbursed by
     Landlord for any amounts or sums due under this Lease to which the proceeds
     of the Letter of Credit could have been applied pursuant to this Lease, and
     Tenant shall be liable to Landlord for restoration, in cash or Letter of
     Credit complying with the terms of this Lease, of any amount so expended to
     the same extent as set forth in this Section 17.07.

     E.  Right to Pledge or Assign. Landlord shall have the right to pledge or
assign its interest in the Security Deposit and proceeds thereof as security to
any lender holding a security interest in the Leased Premises. In the event of
any sale or transfer of Landlord's interest in the Building, Landlord shall have
the right to transfer the Security Deposit to such purchaser or transferee, in
which event Tenant shall look solely to the new landlord for the return of the
Security Deposit and Landlord shall thereupon be released from all liability to
Tenant for the return of such Security Deposit, provided that the Landlord has
transferred such Security Deposit to such purchaser or transferee and such
purchaser or transferee has actually received such Security Deposit. No
mortgagee or other purchaser of any or all of the Building at any foreclosure
proceeding brought under the provisions of any mortgage shall (regardless of
whether the Lease is at the time in question subordinated to the lien of any
mortgage) be liable to Tenant or any other person for any or all of such sums or
the return of any Security Deposit (or any other or additional Security Deposit
or other payment made by Tenant under the provisions of this Lease), unless
Landlord has actually delivered the Security Deposit, or proceeds thereof, to
such mortgagee or purchaser. If the Security Deposit is in the form of a Letter
of Credit and if requested by any such mortgagee or other purchaser, Tenant
shall obtain an amendment to the Letter of Credit which names such mortgagee or
<PAGE>

other purchaser as the beneficiary thereof in lieu of Landlord. This Security
Deposit shall not be transferable by Tenant to any assignee or subtenant, but
shall be held and returned directly to Tenant.

     F.  Reservation of Rights. No right or remedy available to Landlord as
provided in this Section 17.07 shall preclude or extinguish any other right to
which Landlord may be entitled. In furtherance of the foregoing, it is
understood that in the event Tenant fails to perform its obligations and to take
possession of the Leased Premises on the Term Commencement Date, any amounts
recovered from the Security Deposit shall not be deemed liquidated damages.
Landlord may apply such sums to reduce Landlord's damages and such application
of funds shall not in any way limit or impair Landlord's right to seek or
enforce any and all other remedies available to Landlord to the extent allowed
hereunder, at law or in equity.


     G.  Reduction of Security Deposit (i) If as of each Reduction Date
(hereinafter defined), (i) there is not then an uncured default by Tenant of any
monetary provision under this Lease and there has not been a Default (beyond any
notice and cure periods expressly set forth in Section 16.01 hereof) by Tenant
under this Lease at anytime during the prior twelve (12) months, and (ii) Tenant
is then current on its obligations hereunder to deliver to Landlord its current
financial statements, then the Security Deposit then required hereunder to be
maintained by Tenant with Landlord shall be reduced by the Reduction Amount
(hereinafter defined); provided, that in no event shall the Security Deposit be
adjusted pursuant to this Section 17.07.G(i) to be less than an amount (the
"Minimum Security Deposit") equal to one (1) full month's Base Rent and
Adjustment Rent in effect as of the date of the last Reduction Date (hereinafter
defined) and the last Reduction Amount shall be adjusted accordingly. The first
day of the second Lease Year, and the fist day of each of the next nine (9)
Lease Years thereafter, shall each be a "Reduction Date." The Reduction Amount
shall be equal to (a) the amount of the Security Deposit required to be
deposited with Landlord pursuant to Section 1.01.F less the Minimum Security
Deposit, divided by ten (10).

     (ii) Notwithstanding the foregoing, if as of the Sustained Profitability
     Date (hereinafter defined) (i) there has not been a Default (beyond any
     notice and cure periods expressly set forth in Section 16.01 hereof) by
     Tenant under this Lease at anytime during the Term, and (ii) Tenant is then
     current on its obligations hereunder to deliver to Landlord its current
     financial statements, then the Security Deposit required to be maintained
     with Landlord hereunder shall be reduced to an amount equal to one (1) full
     month's Base Rent and Additional Rent in effect at such time. The
     "Sustained Profitability Date" shall mean the date on which Tenant
     hereafter first achieves Sustained Profitability (hereinafter defined).
     "Sustained Profitability" shall mean the satisfaction of the following
     conditions for each of three (3) consecutive full fiscal years of Tenant
     during the Term: (i) Tenant has a fixed charge ratio of 3:1 (such fixed
     charge ratio being defined as the ratio of (a) Tenant's net income for
     before (i.e., without regard to) interest income, taxes and rent paid by
     Tenant in connection with the Leased Premises for each fiscal year, to (b)
     rent paid by Tenant in connection with the Leased Premises for each such
     fiscal year), (ii) Tenant has owners equity net of unamortized intangibles
     and goodwill (i.e., total assets less total liabilities and less any
     unamortized intangible assets and any good will) as of the end of each such
     fiscal year at least equal to Thirty-five Million Dollars ($35,000,000.00),
     and (iii) the current assets to current liabilities ratio as of the end of
     each such fiscal year is greater than 2.5:1 (i.e. current assets divided by
     current liabilities is greater than 2.50). The foregoing ratios and amounts
     for each fiscal year shall be determined based upon annual financial
     statements delivered to Landlord which shall have been prepared in
     accordance with generally accepted accounting principles consistently
     applied and audited and certified as such by an independent certified
     public accountant firm reasonably acceptable to Landlord.

     (iii) If the Security Deposit is in the form of cash, the foregoing
     reduction shall be effectuated by Landlord refunding to Tenant the amount
     by which the Security Deposit is reduced pursuant to the foregoing
     provisions. If the Security Deposit is in the form of a Letter of Credit,
     then the foregoing reduction shall be effectuated by Tenant replacing the
     Letter of Credit then being held by Landlord with a new Letter of Credit
     (complying with the terms of this Lease) in the amount then required to be
     maintained with Landlord pursuant to the foregoing provisions (or amending
     the then existing Letter of Credit to the amount then required to be
     maintained with Landlord pursuant to the foregoing provisions).

     (iv) In the event that Landlord terminates (i.e., recaptures) the Lease
     with respect to all or any of the Leased Premises pursuant to Section
     15.01.E and Tenant does not revoke its request for consent, as provided
     therein, then upon the effective date of such termination, the Security
     Deposit then required to be maintained with Landlord shall be reduced by an
     amount equal to (a) the amount of the Security Deposit then required to be
     maintained with Landlord, times (b) a fraction, the numerator of which is
     the number of rentable square feet of the portion of the Leased Premises
     that is so terminated (i.e., recaptured) pursuant to this Section 15.01.E,
     and the denominator of which shall be the total number of rentable square
     feet of the entire Leased Premises (including the portion of the Leased
     Premises so terminated). In addition, as of such effective date of such
     termination, the Reduction Amount shall be adjusted to be the Security
     Deposit required to be maintained with Landlord after giving effect to the
     foregoing reduction set forth in this Section 17.07.G(iv) less the Minimum
     Security Deposit, divided by the number of Reduction Dates that have not
     then occurred.

     H. Return of Security Deposit. Upon the expiration of the term hereof,
Landlord shall (provided that Tenant is not in default under the terms hereof)
return and pay back any Security Deposit to Tenant, less such portion thereof as
Landlord shall have retained to make good any default by Tenant with respect to
any of Tenant's aforesaid obligations, covenants, conditions or agreements.
<PAGE>

Notwithstanding the foregoing, Landlord shall have the right, at Landlord's
discretion, to hold such Security Deposit until such time that a final
determination is made of all obligations of Tenant under this Lease; provided,
however, that such determination shall be made no later than one hundred twenty
(120) days after the end of the calendar year in which the Term expires or sixty
(60) days after the expiration of the Term.

Section 17.08  Entire Agreement; No Representations; Modification. This Lease is
intended by the parties to be a final expression of their agreement and as a
complete and exclusive statement of the terms thereof. All prior negotiations,
considerations and representations between the parties (oral or written) are
incorporated herein. No course of prior dealings between the parties or their
officers, employees, agents or affiliates shall be relevant or admissible to
supplement, explain or vary any of the terms of this Lease. No representations,
understandings, agreements, warranties or promises with respect to the Leased
Premises or the Building, or with respect to past, present or future tenancies,
rents, expenses, operations, or any other matter, have been made or relied upon
in the making of this Lease, other than those specifically set forth herein.
This Lease may only be modified, or a term thereof waived, by a writing signed
by an authorized officer of Landlord and Tenant expressly setting forth said
modification or waiver.

Section 17.09  Severability. If any term or provision of this Lease, or the
application thereof to any Person or circumstance, shall be invalid or
unenforceable, the remainder of this Lease, or the application of such term or
provision to Persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and be enforced to the fullest extent
permitted by law.

Section 17.10  Joint and Several Liability. If two or more Persons shall sign
this Lease as Tenant, the liability of each such Person to pay the Rent and
perform all other obligations hereunder shall be deemed to be joint and several,
and all Notices, payments and agreements given or made by, with or to any one of
such Persons shall be deemed to have been given or made by, with or to all of
them. In like manner, if Tenant shall be a partnership or other legal entity,
the partners or members of which are, by virtue of any applicable law, rule, or
regulation, subject to personal liability, the liability of each such partner or
member under this Lease shall be joint and several and each such partner or
member shall be fully obligated hereunder and bound hereby as if each such
partner or member had personally signed this Lease. Notwithstanding the
foregoing, no officer, director, employee, partner or shareholder of OPNET
Technologies, Inc. shall have any liability for Tenant's obligations accruing
under this Lease.

Section 17.11  Broker's Commission. Landlord and Tenant each warrants and
represents to the other that no broker, finder or agent has acted for or on its
behalf in connection with the negotiation, execution or procurement of this
Lease other than Transwestern*Carey Winston and Julian J. Studley (the
"Brokers"). Landlord and Tenant each agrees to indemnify and hold the other
harmless from and against all liabilities, obligations and damages arising,
directly or indirectly, out of or in connection with a claim from a broker,
finder or agent with respect to this Lease or the negotiation thereof (other
than the Brokers), including costs and attorneys' fees incurred in the defense
of any claim made by a broker (other than the Brokers) alleging to have
performed services on behalf of the indemnifying party.

Section 17.12  Irrevocable Offer, No Option. The submission of this Lease by
Landlord to Tenant for examination shall not constitute an offer to lease or a
reservation of or option for the Leased Premises. Tenant's execution of this
Lease shall be deemed an offer by Tenant, but this Lease shall become effective
only upon execution thereof by both parties and delivery thereof to Tenant.

Section 17.13  Inability to Perform. Except for the payment of monetary
obligations and Tenant's obligations under Exhibit B, if Landlord or Tenant is
delayed or prevented from performing any of its obligations under this Lease by
reason of strike, labor troubles, or any similar cause whatsoever beyond their
control, the period of such delay or such prevention shall be deemed added to
the time herein provided for the performance of any such obligation by Landlord
or Tenant.

Section 17.14  Survival. Occurrence of the Termination Date shall not relieve
Tenant from its obligations accruing prior to the expiration of the Term. All
such obligations shall survive termination of this Lease.

Section 17.15  Corporate Tenants. If Tenant is not an individual, the
individual(s) executing this Lease on behalf of Tenant hereby covenant(s) and
warrant(s) that: Tenant is a duly formed, qualified to do business and in good
standing in the state in which the Building is located; and such Person(s) are
duly authorized by such Person to execute and deliver this Lease on behalf of
Tenant. Tenant shall remain qualified to do business and in good standing in
said state throughout the Term.

Section 17.16  Construction of Certain Terms. The term "including" shall mean in
all cases "including, without limitation." Wherever Tenant is required to
perform any act hereunder, such party shall do so at its sole cost and expense,
unless expressly provided otherwise. All payments to Landlord, other than
Minimum Rent, whether as reimbursement or otherwise, shall be deemed to be
Additional Rent, regardless whether denominated as "Additional Rent."

Section 17.17  Showing of Leased Premises. Landlord may enter upon the Leased
Premises, after notice and during Building Hours, for purposes of showing the
Leased Premises to Mortgagees or prospective Mortgagees at any time during the
Term and to prospective tenants during the last six (6) months of the Term.
<PAGE>

Section 17.18 Relationship of Parties. This Lease shall not create any
relationship between the parties other than that of Landlord and Tenant.

Section 17.19  Intentionally Omitted.

Section 17.20 Choice of Law. This Lease shall be construed, and all disputes,
claims, and questions arising hereunder shall be determined, in accordance with
the laws of the state within which the Building is located. (For purposes of
this provision, the District of Columbia shall be deemed to be a state.)

Section 17.21 Choice of Forum. Any action involving a dispute relating in any
manner to this Lease, the relationship of Landlord/Tenant, the use or occupancy
of the Leased Premises, and/or any claim of injury or damage shall be filed and
adjudicated solely in the state or federal courts of the jurisdiction in which
the Leased Premises are located.

Section 17.22  Intentionally Omitted.

Section 17.23 Financial Statements. Tenant (and any guarantor of this Lease),
within fifteen (15) days after Landlord delivers to Tenant (or such guarantor)
written request therefor, will provide Landlord with a copy of its most recent
financial statements, consisting of a Balance Sheet, Earnings Statement,
Statement of Changes in Financial Position, Statement of Changes in Owner's
Equity, and related footnotes, prepared in accordance with generally accepted
accounting principles. Such financial statements must be opined on by a
certified public accountant that they are fairly presented in accordance with
generally accepted accounting principles. The financial statements provided must
be as of a date not more than fifteen (15) months prior to the date of request.
Landlord shall retain such statements in confidence, but may provide copies to
lenders and potential lenders as required.

Section 17.24 Time is of the Essence. Time is of the essence with respect to
each and every obligation arising under this Lease.

Section 17.25 Back-up Generator. Subject to the terms and conditions set forth
below, Tenant shall have the right to install on the roof of the Building, at
Tenant's sole expense, in a location determined by Landlord, one (1) Back-up
Generator (hereinafter defined). As used herein, the term "Back-up Generator"
shall mean an electric power supply generator having the size and
characteristics and powered by the type of fuel approved by Landlord in its sole
discretion. Prior to the installation of the Back-up Generator by Tenant: (i)
Landlord shall reasonably approve the contractor which shall undertake such
installation; (ii) Tenant shall obtain all permits and governmental approvals
required for the installation of the Back-up Generator; (iii) Tenant and the
contractor approved by Landlord to undertake such installation shall obtain such
insurance coverages as Landlord may reasonably require and, if requested by
Landlord, cause Landlord to be named as an insured under such insurance
policies; and (iv) Tenant shall submit to Landlord for approval in its
reasonable discretion, plans for the installation of the Back-up Generator,
prepared by qualified engineers, showing all aesthetic, structural, mechanical
and electrical details of the Back-up Generator, as well as all associated
conduit and related equipment, and all changes to the Building which are
necessary to accommodate same, all in accordance with all applicable Federal,
state and local laws, statutes and ordinances, including without limitation all
environmental laws. Tenant shall ensure that the Back-up Generator does not
interfere with any other equipment serving the Building or any portion thereof.
At Tenant's sole cost, the Back-up Generator shall be fully screened from view
and sound in a manner directed by Landlord which shall include without
limitation the installation of an additional screening wall and sound baffling
if required by Landlord. Throughout the Term, Tenant shall (A) ensure that the
Back-up Generator complies with all applicable laws, statutes and ordinances,
including any environmental laws; (B) cause engineers, including environmental
engineers, reasonably acceptable to Landlord to inspect the Back-up Generator at
least twice yearly to insure that such equipment is functioning properly and
that no hazardous materials are emanating therefrom; (C) maintain the Back-up
Generator in good order and repair; (D) maintain insurance coverages with
respect thereto as are required by Landlord from time to time; (E) maintain all
permits and governmental approvals necessary for the operation of the Back-up
Generator. Tenant shall immediately report to Landlord if Tenant determines that
the Back-up Generator is not functioning properly, is leaking or is in violation
of any applicable laws, including any environmental laws. Tenant shall
immediately repair all equipment malfunctions or violations of law arising out
of the operation of the Back-up Generator. At Landlord's request, Tenant shall
enter into annual service contracts with reputable engineering firms, including
environmental engineering firms, for the inspection, maintenance and repair of
the Back-up Generator, and Tenant shall provide such service contracts to
Landlord on demand. Should Tenant fail to properly maintain or repair such
equipment (after Landlord provides Tenant notice and 5 days within which to do
so) or, upon Landlord's request, to enter into the service contracts described
above, Landlord may, but shall not be obligated to, undertake such maintenance
or repairs or enter into such service contracts, and all such costs shall
constitute Additional Rent hereunder. Tenant shall indemnify Landlord and hold
it harmless from and against all claims, liability, damage or costs, including
reasonable attorneys' fees, suffered or sustained by Landlord which arise out of
the installation, use, operation or removal of the Back-up Generator. Tenant
expressly acknowledges and agrees that, notwithstanding the fact that Landlord
has permitted Tenant to install the Back-up Generator, Tenant shall remain
liable under this Lease for all claims, damages, costs or liabilities suffered
or sustained by Landlord which arise out of the presence of hazardous materials
which were brought to the Building (including without limitation the land on
which the Building is located) by Tenant, its employees, agents, contractors,
licensees or invitees. At the end of the Term, Tenant, at Tenant's sole cost and
expense, shall remove the Back-up Generator and restore such Land, the Building
and the Leased Premises to their condition immediately prior to the installation
of such equipment. Tenant shall obtain at Tenant's expense all permits and
governmental approvals necessary for such removal. Tenant hereby indemnifies
Landlord (and its successors and assigns) and agrees to hold it harmless from
and against all loss, costs, claims, liabilities, injury or damage (including
reasonable attorneys' fees) incurred or sustained by Landlord (or its successors
or assigns) in connection with or arising out of such removal of the Back-up
Generator or the Conduit, including without limitation all costs incurred in
connection with such removal.
<PAGE>

                                 ARTICLE XVIII

                   RIGHT OF FIRST OFFER FOR ADDITIONAL SPACE

Section 18.01  ROFO Space Within the Building.

     A.  In the event that any space on the second (2nd) floor of the Building
becomes or is reasonably anticipated by Landlord to become vacant and freely
available for Landlord to lease to Tenant during the Term (following the
expiration or earlier termination of an initial letting of any space that is
currently vacant, including any renewal or extension periods for such letting),
except as provided below, Landlord shall provide Tenant with written notice
("Availability Notice") of the availability of such space (the "ROFO Space").
Provided that (i) no default has occurred under this Lease and then remains
uncured, (ii) no more than two (2) Defaults have occurred during the thirty-six
(36) month period prior to the date of the Availability Notice; (iii) Tenant has
not assigned this Lease (other than to a Qualified Tenant Affiliate) and is then
occupying at least sixty percent (60%) of the Leased Premises; (iv) as of the
Takeover Date (hereinafter defined), at least three (3) years remain on the Term
of this Lease; and (v) Tenant provides to Landlord written notice ("Expansion
Notice"), within ten (10) days after receipt of Landlord's Availability Notice,
of Tenant's desire to expand the Leased Premises into the ROFO Space, Tenant
shall have the first opportunity (the "Right of First Offer") to negotiate with
Landlord, for the ten (10) day period immediately following Tenant's delivery of
such Expansion Notice, the terms on which it will lease the ROFO Space
(provided, however, that in no event shall the Minimum Rent per square foot of
rentable area of the ROFO Space be less than an amount equal to ninety percent
(90%) of the Minimum Rent per square foot which Tenant is obligated to pay for
the remainder of the Leased Premises in effect during the calendar month in
which Tenant shall occupy the ROFO Space) and secure an amendment (the "ROFO
Expansion Amendment") executed and delivered by Landlord and Tenant evidencing
such terms. In the event that (i) Landlord and Tenant fail to agree on such
terms and execute and deliver a ROFO Expansion Amendment within such ten (10)
day period, or (ii) Tenant fails to deliver the Expansion Notice (or otherwise
fails to comply with any other condition to the exercise of its right of first
offer) within the time period set forth above, Tenant's right of first offer to
lease the ROFO Space pursuant to this Section 18.01 shall terminate, and
Landlord shall have the right to lease the ROFO Space at any time to any other
person or entity upon any terms and conditions which Landlord desires, in its
sole discretion. Time is of the essence with respect to this Section 18.01.

     B.  If Tenant leases the ROFO Space, within the time and in the manner
provided in this Article XVIII, then as of the Takeover Date (as defined below),
the following shall apply:

           (i)  the ROFO Space shall be added to, and become a part of, the
     Leased Premises, and Tenant's lease thereof shall be governed by all of the
     provisions of this Lease, which shall continue in full force and effect and
     be applicable to the ROFO Space;

          (ii)  the rentable area of the Leased Premises shall be increased by
     the rentable area of the ROFO Space;

         (iii)  Tenant shall commence paying Rent based upon the newly
     increased rentable area of the Leased Premises;

          (iv)  the Minimum Rent per square foot of rentable area of the ROFO
     Space shall be equal to the amount set forth in the ROFO Expansion
     Amendment;

           (v)  the ROFO Space shall be delivered to Tenant in its "as is"
condition; and

          (vi)  the Takeover Date shall be the date the initial tenant's lease
of the ROFO Space has expired and Landlord has delivered such space to Tenant.

     C.  Notwithstanding anything to the contrary contained in this Article
XVIII, Landlord and Tenant agree that the foregoing right of first offer shall
be subject to any and all contractual obligations of Landlord that exists in any
leases in effect as of the date the Availability Notice would otherwise be
delivered to Tenant, including without limitation any expansion rights and
rights of first offer, negotiation or refusal with respect to such space
possessed by any tenant in the Building at such time.  In addition, the
foregoing right of first offer shall be personal to OPNET Technologies, Inc. and
can not be exercised by any assignee (other than a Qualified Tenant Affiliate),
subtenant or any other person or entity.

     D.  In the event that Tenant leases the ROFO Space from Landlord within the
time and manner provided in this Article XVIII, and Landlord is unable to
deliver possession of such space to Tenant for any reason or condition beyond
Landlord's control, including, without limitation, the failure of an existing
tenant to vacate such space, Landlord, its agents and employees, shall not be
liable or responsible for any claims, damages or liabilities in connection
therewith or by reason thereof.

Section 18.02  ROFO Space Outside the Building.

     A.  In the event that any office space, comprising a single contiguous
block of space in excess of seven thousand five hundred (7,500) rentable square
feet, in any of the Qualified Buildings (hereinafter defined) becomes or is
reasonably anticipated by Landlord to become vacant and freely available for
<PAGE>

Landlord to lease to Tenant during the Term (following the expiration or earlier
termination of an initial letting of any space that is currently vacant,
including any renewal or extension periods for such letting), except as provided
below, Landlord shall provide Tenant with written notice ("Outside Availability
Notice") of the availability of such space (the "Outside ROFO Space").  Provided
that (i) no default has occurred under this Lease and remains uncured; (ii) no
more than two (2) Defaults have occurred during the thirty-six (36) month period
prior to the Outside Availability Notice; (iii) Tenant has not assigned this
Lease (other than to a Qualified Tenant Affiliate) and is then occupying sixty
percent (60%) of the Leased Premises; (iv) as of the Takeover Date (hereinafter
defined), at least three (3) years remain on the Term of this Lease; and (v)
Tenant provides to Landlord written notice ("Outside Expansion Notice"), within
ten (10) days after receipt of Landlord's Outside Availability Notice, of
Tenant's desire to lease the Outside ROFO Space, Tenant shall have the first
opportunity (the "Right of First Offer") to negotiate with Landlord, for the ten
(10) day period immediately following Tenant's delivery of such Outside
Expansion Notice, the terms on which it will lease the Outside ROFO Space
(provided, however, that in no event shall the Minimum Rent per square foot of
rentable area of the Outside ROFO Space be less than an amount equal to ninety
percent (90%) of the Minimum Rent per square foot which Tenant is obligated to
pay for the remainder of the Leased Premises in effect during the calendar month
in which Tenant shall occupy the Outside ROFO Space) and secure a lease (the
"Outside ROFO Lease") executed and delivered by Landlord and Tenant evidencing
such terms.  In the event that (i) Landlord and Tenant fail to agree on such
terms and execute and deliver an Outside ROFO Lease within such ten (10) day
period, or (ii) Tenant fails to deliver the Outside Expansion Notice (or
otherwise fails to comply with any other condition to the exercise of its right
of first offer) within the time period set forth above, Tenant's right of first
offer to lease the Outside ROFO Space pursuant to this Section 18.02 shall
terminate, and Landlord shall have the right to lease the Outside ROFO Space at
any time to any other person or entity upon any terms and conditions which
Landlord desires, in its sole discretion.  Time is of the essence with respect
to this Section 18.02.  The term "Qualified Building" shall mean any of the
office buildings set forth on Exhibit I (which are owned by Street Retail, Inc.
as of the date hereof); provided, however, that if at anytime Street Retail,
Inc. no longer owns any such building on Exhibit I, such building shall
thereafter be deemed to not be a Qualified Building.

     B.   If Tenant leases the Outside ROFO Space, within the time and in the
manner provided in this Section 18.02, then as of the Takeover Date (as defined
below), then (i) Tenant shall commence paying Rent on the Outside ROFO Space;
(ii) the Minimum Rent per square foot of rentable area of the Outside ROFO Space
shall be equal to the amount set forth in the Outside ROFO Lease; (iii) the
Outside ROFO Space shall be delivered to Tenant in its "as is" condition; and
(iv) the Takeover Date shall be the date the initial tenant's lease of the
Outside ROFO Space has expired and Landlord has delivered such space to Tenant.

     C.   Notwithstanding anything to the contrary contained in this Section
18.02, Landlord and Tenant agree that the foregoing right of first offer shall
be subject to any and all contractual obligations of Landlord that exists in any
leases in effect as of the date the Availability Notice would otherwise be
delivered to Tenant, including without limitation any expansion rights and
rights of first offer, negotiation or refusal with respect to such space
possessed by any tenant in the Qualified Building at such time.  In addition,
the foregoing right of first offer shall be personal to OPNET Technologies, Inc.
and can not be exercised by any assignee (other than a Qualified Tenant
Affiliate), subtenant or any other person or entity.

     D.  In the event that Tenant leases the Outside ROFO Space from Landlord
within the time and manner provided in this Section 18.02, and Landlord is
unable to deliver possession of such space to Tenant for any reason or condition
beyond Landlord's control, including, without limitation, the failure of an
existing tenant to vacate such space, Landlord, its agents and employees, shall
not be liable or responsible for any claims, damages or liabilities in
connection therewith or by reason thereof.


                                  ARTICLE XIX

                                ANTENNA RIGHTS

Section 19.01.  Tenant shall have the right to use a portion of the roof of the
Building for the installation of four (4) dishes/antennas (the "Antennas"),
provided that (i) the Antennas are permitted under the laws, rules and
regulations of the Federal Communications Commission, the Federal Aviation
Administration and Montgomery County, Maryland and any other governmental and
quasi-governmental authorities having jurisdiction over the Building or the
Landlord, (ii) the Antennas conform to all such laws, rules and regulations,
(iii) Tenant has obtained all permits, licenses, variances, authorizations and
approvals that may be required in order to install such Antennas and any
insurance required by Landlord, (iv) the Antennas are not more than twenty-four
inches (24") in diameter and four (4) feet in height and not more than the
weight that Landlord shall determine is appropriate for the roof (which Landlord
shall specify to Tenant upon Tenant's written request), (v) Tenant shall have
obtained Landlord's prior written consent, which consent shall not be
unreasonably withheld, (vi) Tenant installs any screen or other covering for the
Antennas that Landlord in its reasonable discretion may require (the size, type
and style of which shall be subject to Landlord's prior written approval) in
order to camouflage or conceal the Antennas, (vii) Tenant shall pay Landlord
(within 30 days after receipt of an invoice therefor) an amount equal to all
cost incurred by Landlord to have an engineer review the plans and
specifications for the Antennas, the location specifications for the Antennas
and the plans, specifications and method for attaching the Antennas to the
Building, and (viii) the Antennas does not affect any antenna or other equipment
that is currently on the roof of the Building.  In addition, the style, color,
materials, exact location and method of installation of the Antennas must be
approved by Landlord (in its sole discretion).  Tenant shall maintain the
Antennas in good condition and repair and in compliance with all applicable
laws, rules, regulations and requirements.  The rights set forth in this Section
19.01 shall be personal to OPNET Technologies, Inc. and shall not be
transferable to any other third party, tenant, subtenant or assignee (other than
a Qualified Tenant Affiliate that is assigned this Lease or that is a subtenant
of the Leased Premises).
<PAGE>

Section 19.02.  Prior to or contemporaneous with requesting Landlord's approval
of the installation of the Antennas, Tenant shall provide to Landlord:  (i)
plans and specifications for the Antennas (including size, location, height,
weight and color) and specifications for installation thereof; (ii) copies of
all required governmental and quasi-governmental permits, licensees, special
zoning variances, and authorizations, all of which Tenant shall obtain at its
own cost and expense; and (iii) a policy or certificate of insurance evidencing
such insurance coverage as may reasonably be required by Landlord for the
installation, operation and maintenance of the Antennas and sufficient to cover,
among other things, the indemnities from Tenant to Landlord provided in the
Lease.  Landlord may withhold its approval of the installation of the Antennas
if the installation, operation or removal of the Antennas may (a) damage the
structural integrity of the Building or void any warranty or guaranty applicable
to the roof or Building, (b) interfere with any service provided by Landlord to
the Building or any tenant thereof, (c) interfere with the use of any part of
the Building by any tenant in the Building, (d) cause the violation of any
zoning ordinance or other governmental or quasi-governmental law, rule or
regulation applicable to the Building, or (e) reduce the amount of leasable
space in the Building.  Tenant shall not be entitled to rely on any such
approval as being a representation by Landlord that such installation and
operation is permitted by or in accordance with any zoning ordinance or other
governmental or quasi-governmental law, rule or regulation applicable to the
Building.

Section 19.03.  Landlord, at its sole option and discretion, may require Tenant,
at any time prior to the expiration of the Lease, to terminate the operation of
the Antennas if it is causing physical damage to the structure of the Building
or voids any warranty or guaranty applicable to the roof or the Building,
interfering with any other service provided by the Building, interfering with
any other tenant's business, or causing the violation of any condition or
provision of the Lease or any governmental or quasi-governmental law, rule or
regulation applicable to the Building (now or hereafter in effect).  If,
however, Tenant can correct the damage or prevent said interference caused by
the Antennas to Landlord's satisfaction within thirty (30) days, Tenant may
restore its operation so long as Tenant promptly commences to cure such damage
and diligently pursues such cure to completion.  If the Antennas is not
completely corrected and restored to operation within thirty (30) days,
Landlord, at its sole option, may require that the Antennas be removed at
Tenant's expense.  If Landlord or any other tenant in the Building shall require
that the Antennas be moved to another location on the roof or the Property,
either to accommodate Landlord to or to provide other tenants in the Building
with access to the roof or the Building for placement of other antennas, other
electrical equipment or other Landlord-approved uses or installations, Landlord
shall have the right, at its sole expense, to relocate the Antennas to other
places on the roof or Building, provided that such new locations do not
materially adversely affect the operation of such Antennas.

Section 19.04.  At the expiration or earlier termination of the Lease or upon
termination of the operation of the Antennas as provided above, at Tenant's sole
cost, the Antennas and all cabling and other equipment relating thereto shall be
removed from the Building and the areas where the Antennas were located shall be
restored to their condition existing prior to such installation in a manner and
with materials determined by Landlord.  Tenant hereby authorizes Landlord to
remove and dispose of the Antennas and charge Tenant for all costs and expenses
incurred in connection therewith.  Tenant agrees that Landlord shall not be
liable for any property disposed of or removed by Landlord.  Tenant's obligation
to perform and observe this covenant shall survive the expiration or earlier
termination of the term of the Lease.

Section 19.05.  Tenant covenants and agrees that the installation, operation and
removal of the Antennas will be at its sole risk.  Tenant covenants and agrees
absolutely and unconditionally to indemnify, defend and hold Landlord harmless
from and against all claims, actions, damages, liability, judgments,
settlements, costs and expenses (including attorney's fees and expenses) arising
out of the installation, operation, maintenance or removal of the Antennas,
including without limitation, any loss or injury resulting from transmissions
from the Antennas.


     IN WITNESS WHEREOF, the parties hereto intending to be legally bound hereby
have executed this Lease under their respective hands and seals as of the day
and year first above written.


<TABLE>
<S>                                                <C>
WITNESS:                                            LANDLORD:
                                                    STREET RETAIL, INC., a Maryland corporation


                                                    By:  /s/  Nancy J. Herman
------------------------------------                     ----------------------------------------------------------
                                                         Nancy J. Herman, Vice President-General Counsel
</TABLE>
<PAGE>

<TABLE>
<S>                                                <C>
ATTEST:                                             TENANT:
                                                    OPNET TECHNOLOGIES, INC., a Delaware Corporation


                                                    By:   /s/  Alain Cohen
------------------------------------                     ----------------------------------------------------------
Name:                                                      Name:   Alain Cohen
Title:                                                     Title:  President
[Corporate Seal]
</TABLE>
<PAGE>

                                  EXHIBIT A-1

                         LEGAL DESCRIPTION OF THE LAND
<PAGE>

                                  EXHIBIT A-2

                               SECOND FLOOR PLAN
<PAGE>

                                  EXHIBIT A-3

                               THIRD FLOOR PLAN
<PAGE>

                                  EXHIBIT A-4

                               FOURTH FLOOR PLAN
<PAGE>

                                  EXHIBIT A-5

                               FIFTH FLOOR PLAN


<PAGE>

                                   EXHIBIT B

                                WORK AGREEMENT


     This Work Agreement is attached to and made a part of that certain Office
Lease (the "Lease") by and between Street Retail, Inc., a Maryland corporation,
as landlord ("Landlord") and OPNET Technologies, Inc., as tenant ("Tenant") for
the premises (the "Leased Premises") described therein and consisting of
approximately 60,466 square feet of Gross Rentable Area in the building located
at 7255 Woodmont Avenue, Bethesda, Maryland (the "Building").  This Work
Agreement sets forth the understandings and agreements of Landlord and Tenant
regarding the performance by Landlord of work in and to the Leased Premises for
Tenant's original occupancy and use (all such work shall be referred to herein
as "Tenant Work").  Any capitalized terms used herein, not otherwise defined
herein, shall have the meanings set forth elsewhere in the Lease.

1.  Tenant's Agent.  Tenant hereby designates Mr. Alberto Morales ("Tenant's
Agent") as having authority to approve plans and specifications, to accept cost
estimates, and to authorize changes or additions to Tenant Work during
construction.  Landlord shall not be authorized to proceed with any Tenant Work
without authorization by Tenant's Agent, and such authorization by Tenant's
Agent shall be deemed to be authorization by Tenant.  Neither Tenant nor
Tenant's Agent shall be authorized to direct Landlord's contractors or
subcontractors in the performance of Tenant Work, and in the event that
Landlord's contractors or subcontractors perform any Tenant Work under the
direction of Tenant or Tenant's Agent, then Landlord shall have no liability for
the cost of such Tenant Work, for the cost of corrective work required as a
result of such Tenant Work or for any delay that may result from such Tenant
Work.  Landlord hereby designates Mr. Alexander A. Inglese ("Landlord's Agent")
as having authority to approve plans and specifications and to authorize changes
or additions to Tenant Work during construction.

2.  Plans and Specifications.

     (A) It is agreed that Tenant will develop plans and necessary
specifications for completion of Tenant Work in accordance with the following
schedule; provided, however, that Tenant's architect (who shall be subject to
Landlord's prior reasonable approval and shall be licensed in Maryland) shall be
entitled to deliver, on Tenant's behalf, any such plans and specifications
required hereunder to be delivered by Tenant to Landlord:

          (i) On or before June 19, 2000, Tenant shall deliver to Landlord
     Tenant's Preliminary Plans (as defined below) for the entire Leased
     Premises and shall indicate its approval of the Preliminary Plan in writing
     by signing and dating such Preliminary Plans.  The "Preliminary Plans"
     shall set forth:

               (a) the location and specification of telephone and other
          communications outlets;

               (b) the location and specification of electrical outlets,
          especially those required to accommodate items such as computers and
          220-volt equipment;

               (c) the location of copy machines larger than table-top size,
          computer equipment, telex machines, and other heat-producing machines,
          and specification of heat output (BTU/hour) and required operating
          conditions (maximum/minimum temperature, hours of operation);

               (d) the location of conference rooms and other rooms subject to
          occupancy by more than six (6) persons at a time and the specification
          of maximum expected occupancy;

               (e) a reflected ceiling plan for all lighting desired by Tenant,
          and specification of any Tenant Work involving lighting;

               (f) any Tenant Work which is likely to require a longer-than-
          usual period of time to construct or acquire;

               (g) the location of all partitions in the Leased Premises; and

               (h)  any special requirements.

          (ii) Within five (5) business days after Tenant delivers to Landlord
     Tenant's Preliminary Plans, Landlord shall deliver to Tenant in writing its
     approval of the Preliminary Plans or changes to the Preliminary Plans that
     will be required to obtain Landlord's approval.

          (iii)  Within five (5) business days after Landlord delivers to Tenant
     its required revisions to the Preliminary Plans, Tenant shall deliver to
     Landlord revised Preliminary Plans containing the required revisions and
     such suggested revisions as Tenant chooses to incorporate.
<PAGE>

          (iv) Within two (2) business days after Tenant delivers to Landlord
     revised Preliminary Plans, Landlord shall deliver its confirmation that all
     required revisions have been made (if such is the fact) and its approval of
     the revised Preliminary Plans.  Promptly after  Tenant has submitted for
     Landlord's approval the Preliminary Plans for the Tenant Work, Landlord
     shall submit such Preliminary Plans to Bovis Construction Company and
     solicit from such contractor preliminary pricing estimates for the Tenant
     Work set forth in such Preliminary Plans.  Landlord shall promptly provide
     such pricing estimates to Tenant upon the receipt thereof, and Landlord
     makes no representations or warranties with respect to such pricing
     estimates.

          (v) On or before July 24, 2000, Tenant shall deliver to Landlord
     detailed architectural, mechanical, plumbing and electrical (and
     structural, if required) working drawings and construction documents for
     the Tenant Work (including without limitation, the HVAC systems and fire
     and life safety systems and the location of furniture and office
     equipment), based upon the approved Preliminary Plans, prepared by Tenant's
     architects and engineers, and Tenant shall indicate its approval of such
     working drawings and construction documents in writing by signing and
     dating such working drawings and construction documents (the "Construction
     Documents").

          (vi) Within five (5) business days after Tenant delivers to Landlord
     the Construction Documents, Landlord shall indicate its approval of the
     Construction Documents in writing by signing and dating such Construction
     Documents in the space provided, or shall indicate the revisions required
     due to errors or omissions in the drawings.

          (vii)  Within five (5) business days after Landlord indicates the
     revisions required due to errors or omissions in the Construction
     Documents, Tenant shall correct such errors or omissions and resubmit the
     Construction Documents to Landlord for its approval.  Provided such errors
     or omissions have been corrected, Landlord shall then approve the
     Construction Documents.  If Tenant desires to make revisions in the
     Construction Documents after Landlord has approved such Construction
     Documents, any delays caused by such revisions shall be a Tenant Delay.
     Any such changes shall require Tenant to approve and date the revised
     Construction Documents.  Promptly after the Tenant Work has been completed,
     Tenant shall provide to Landlord a CAD diskette of the Construction
     Documents as revised pursuant to this Work Agreement.  If Landlord requests
     any additional information or clarifications from Tenant regarding the
     Tenant Work or the Plans, Tenant shall provide such information or respond
     to such inquiries, as requested, within three (3) business days after such
     request; and any delay in providing such information or responding to such
     inquiries shall constitute a Tenant Delay.  The Tenant Work shall
     incorporate all of the Required Minimum Standards for Tenant Work as set
     forth in Exhibit F of the Lease.

     (B) The Preliminary Plans and the Construction Documents, as finally
approved by both Landlord and Tenant in accordance with the foregoing provisions
of this Paragraph 2, shall collectively constitute the "Plans."   The Plans are
expressly subject to Landlord's prior written approval; provided, however, that
Tenant shall be solely responsible for the content of the Plans and coordination
of the Plans with base building design.  Landlord's approval of any of the Plans
(and any change orders thereto) shall not be unreasonably withheld, conditioned
or delayed, unless the proposed Tenant Work could, in Landlord's judgment (i)
affect the structure of the Building, (ii) affect the electrical, plumbing or
mechanical systems of the Building or the functioning thereof, (iii) be or
become visible from the exterior of the Leased Premises, or (iv) interfere with
the operation of the Building or the provision of services or utilities to other
tenants in the Building.  In addition, Landlord's approval of the Plans shall
not constitute a warranty, covenant or assurance by Landlord that (i) any
equipment or system shown thereon will have the features or perform the
functions for which such equipment or system was designed; (ii) the Plans
satisfy applicable code requirements; (iii) the Plans are sufficient to enable
Tenant or Tenant's architect to obtain a building permit for the Tenant Work; or
(iv) the Tenant Work described thereon will not interfere with, and/or otherwise
adversely affect, base Building systems.  Tenant shall be solely responsible for
the Plans' compliance with all applicable laws, rules and regulations of any
governmental entity having jurisdiction over the Building and the Leased
Premises.  Notwithstanding the foregoing, if Landlord determines at anytime that
the Tenant Work described on the Plans does or will interfere with and/or
otherwise adversely affect any base Building systems or does not or will not
comply with any applicable law, rule or regulation, or the fire marshal,
inspector or other governmental authority requires a revision to the Tenant
Work, then (i) the Plans shall be amended, at Tenant's cost, so that the Tenant
Work will not interfere with, and/or otherwise adversely affect, such base
Building systems and/or will not violate any applicable law, rule or regulation,
and will comply with any requests of any applicable governmental authority, and
(ii) Tenant shall execute within forty-eight (48) hours of Landlord's request a
change order to the Tenant Work to authorize the foregoing changes to the Tenant
Work, and any delay arising in connection therewith shall constitute a Tenant
Delay.

     (C) Tenant shall pay the cost of preparing the Plans.  Tenant may elect to
apply a portion of the Tenant Work Allowance (hereinafter defined) against the
cost of the Plans.

     (D) On or before September 4, 2000, Tenant at its sole cost shall obtain a
building permit (the "Building Permit"), in a form satisfactory to Landlord,
that permits Landlord to construct the Tenant's Work, and shall make such
amendments to the Plans (subject to Landlord's approval) as necessary to obtain
such permit.  Tenant shall be required to hire, at Tenant's sole cost, an
expeditor reasonably acceptable to Landlord, to assist in obtaining the Building
Permit. If the Building Permit has not been obtained within sixty (60) days
after the date that Landlord has approved the Plans, Landlord shall be entitled
to pursue the issuance of such Building Permit, at Tenant's cost, and Tenant
shall cooperate with Landlord in connection therewith, provided that Landlord's
efforts to obtain such Building Permit shall not relieve Tenant
<PAGE>

of any of its obligations hereunder. Any delay in issuing the Building Permit,
including any time required to revise the Plans, shall be deemed a Tenant Delay
if such delay results from (i) any changes or additions made to such Plans by
Tenant after being approved by Landlord, (ii) any changes or additions required
by the applicable governmental authority, or (iii) the Plans being incomplete,
in error, not in compliance with any applicable legal requirements or otherwise
deficient; provided, however, that no such delay shall be a Tenant Delay
pursuant to this Paragraph 2(D) if the required Building Permit is issued and
deliver to Landlord within thirty (30) business days after Landlord approves the
Plans.

3.   Construction of Tenant Work.

     (A) The Standard Shell Work (hereinafter defined) will be performed by
Landlord at Landlord's sole cost and expense.  The term "Standard Shell Work"
means and refers to the items described on Exhibit G attached to the Lease.
Landlord agrees to provide and install, on Tenant's behalf, the Tenant Work
shown on the Plans.  The Plans shall be conclusive as to the entire scope of
Tenant Work to be performed by Landlord.  Tenant and Landlord agree that the
general contractor for the Tenant Work (the "General Contractor") shall be Bovis
Construction Company ("Bovis"), without a competitive bidding process, provided
that the overhead, profit and general conditions charged by Bovis in connection
with the Tenant Work are reasonably competitive with the overhead, profit and
general conditions charged by similar general contractors performing similar
work in similar locations, as reasonably determined by Landlord (it being
understood that overhead, profit fees and general conditions of no more than 10%
of the costs of the work performed by the General Contractor (including any
change orders to such work) shall conclusively be deemed to be reasonably
competitive and acceptable to Tenant).  After approval of the construction
documents, Landlord shall request that the General Contractor solicit bids for
performance of each of the major trades contained within the Tenant Work from at
least three (3) subcontractors.  Unless otherwise agreed to by Tenant, the
subcontractor with the lowest bid shall be selected as the awarding
subcontractor for the indicated trade, provided that such bid is qualified,
covers all work to be performed by such subcontractor trade and is responsive to
the instruction or request for the bids.  Prior to commencing any Tenant Work,
Landlord will submit to Tenant written estimates of the cost thereof in
accordance with the following schedule:

          (i) Within fifteen (15) business days after approval by Landlord and
     Tenant of the Plans (and after Tenant has corrected any errors or omissions
     in the Construction Documents pursuant to Paragraph 2(A)(vii) hereof) or as
     soon thereafter as the General Contractor delivers its bid to Landlord,
     Landlord shall submit to Tenant a written estimate of the cost of Tenant
     Work, together with the bids received from the General Contractor.

          (ii) Within three (3) business days after Landlord's submission of
     such estimate to Tenant, Tenant shall deliver to Landlord Tenant's written
     acceptance of such estimate, or if Tenant does not wish to accept such
     estimate, Tenant shall have the right to revise the Plans and obtain any
     rebid in accordance with Paragraph 3(A)(iii), below.

          (iii)  If Tenant desires to make revisions to the Plans and obtain a
     rebid for Tenant Work, Tenant shall be responsible for directing the
     architects and engineers in revising the Plans and shall pay all fees
     incurred in making such revisions.  Tenant shall deliver to Landlord any
     such revised Plans approved and dated by Tenant in writing.  Upon delivery
     of any approved revised Plans by Tenant, Landlord shall attempt to obtain a
     rebid from the General Contractor within a reasonable time period and
     resubmit them for Tenant's acceptance.  Landlord shall not be responsible
     for escalations in the original cost estimates due to delays in acceptance
     caused by Tenant's desire for rebids.  The time necessary to revise the
     Plans and obtain any rebids shall constitute a Tenant Delay.

     (B) Tenant shall pay an administrative fee to compensate Landlord for
reviewing the Plans and/or supervising the Tenant Work equal to one and one-half
percent (1 1/2%) of the cost of Tenant Work.  Such administrative fee shall be
payable as Additional Rent and at Landlord's election shall be either paid by
Tenant to Landlord within ten (10) calendar days after receipt of invoice from
Landlord, or deducted from any available Tenant Work Allowance.

     (C) Tenant shall pay to Landlord the total amount of Excess Costs
(hereinafter defined) as hereinafter provided. "Excess Costs" shall mean the
total cost of the Tenant Work (including the administrative fees payable to
Landlord), less the Tenant Work Allowance.  Within five (5) days of acceptance
of the cost estimates for the Tenant Work, Tenant shall pay to Landlord an
amount equal to forty percent (40%) of the estimated Excess Costs.  Within five
(5) days of the date that Landlord notifies Tenant that the Tenant Work is fifty
percent (50%) complete, Tenant shall pay to Landlord an amount equal to sixty
percent (60%) of the estimated Excess Costs less five percent (5%) of the
original estimate of the cost of the Tenant Work.  Within five (5) days of the
date that Landlord notifies Tenant that the Tenant Work is complete, Tenant
shall pay to Landlord any and all Excess Costs then remaining unpaid.  Landlord
shall not be obligated to commence any work until the first installment of
Excess Costs is paid pursuant hereto, and shall be entitled to suspend
construction of the Tenant Work while any installments of Excess Costs are due
and remain unpaid, and any delay resulting therefrom shall be deemed a Tenant
Delay.

     (D) Upon Tenant's written acceptance of cost estimates and payment of  the
first installment of Excess Costs as set forth in Paragraph 3(C), above,
Landlord shall authorize its contractors to proceed with construction of Tenant
Work.
<PAGE>

     (E) Tenant shall pay the cost of all Tenant Work, subject to application of
the Tenant Work Allowance as set forth in Paragraph 8 hereof.  Any costs payable
under this Work Agreement that are not paid from the Tenant Work Allowance shall
be payable as Additional Rent by Tenant to Landlord within ten (10) calendar
days after receipt of an invoice therefor from Landlord.  Landlord shall be
entitled to suspend construction of any of the Tenant Work and/or performance of
any of Landlord's obligation hereunder while Tenant is late on the payment of
any amount payable under the Lease (including without limitation, any provision
of this Work Agreement) or while Tenant is in violation or default of any
provision of the Lease (including without limitation, any provision of the Work
Agreement), and any delay resulting therefrom shall be deemed a Tenant Delay.

4.  Change Orders.  If Tenant shall request or authorize changes or additions to
the Tenant Work being performed by Landlord after approval of the Plans by
Landlord and acceptance of cost estimates, Tenant shall be responsible for
revising the Plans to reflect such changes or additions, and such changes or
additions to the Tenant Work and the revisions to the Plans shall be subject to
Landlord's written approval.  Landlord shall not be required to perform any such
changes or additions until Landlord receives written authorization from Tenant
and payment of 100% of Landlord's informal estimate of the cost of the new
Tenant Work.  Notwithstanding the foregoing, if any change order is estimated to
add an additional One hundred Thousand Dollars ($100,000.00) to the cost of the
Tenant Work, then Tenant shall only be required to pay fifty percent (50%) of
Landlord's informal estimate of such additional cost prior to Landlord
commencing such work and another fifty percent (50%) of such estimate at the
time that Landlord notifies Tenant that the Tenant Work is fifty percent (50%)
complete, it being understood that once the Tenant Work is fifty percent (50%)
complete Tenant shall be required to pay one hundred percent of such estimate
prior to Landlord commencing such work.  It is being expressly understood that
due to time requirements Landlord may not deliver to Tenant a final price for
any such Tenant Work until after it has been performed, and that Tenant shall be
required to make final payment of the difference between Landlord's estimate and
actual price as Additional Rent within five (5) days upon being invoiced
therefor, subject to reasonable verification that charges are actual charges of
contractor but not subject to dispute as to the reasonableness of such charges.
Any delays caused by any such changes or additions to the Tenant Work, any such
revisions to the Plans or any delay in Tenant providing Landlord with
authorization to perform the new Tenant Work or paying any amount required to be
paid hereunder shall be deemed a Tenant Delay.

5.  Base Building Changes.  If Tenant requests work to be done in the Leased
Premises or for the benefit of the Leased Premises that necessitates changes to
the base Building or Building systems, or the design thereof, any such changes
shall be subject to prior written approval of Landlord, in its sole discretion,
and Tenant shall be responsible for all costs resulting from such changes,
including architectural and engineering charges, and any special permits or fees
attributed thereto. Any delay resulting from such changes shall be deemed a
Tenant Delay.  Before any such changes are made, Tenant shall pay to Landlord
the full costs estimated to be incurred by Landlord in connection with such
changes including without limitation Landlord's administrative fee attributable
thereto as set forth in Paragraph 3(B) hereof.

6.  Possession of the Leased Premises.  Tenant, by taking possession of the
Leased Premises, is deemed to acknowledge that Landlord has satisfactorily
performed all work to be performed by it as hereinabove set forth, subject to
(i) certain punch list items as may be agreed to by Landlord and Tenant; and
(ii) Landlord's obligation to correct any Latent Defects (hereinafter defined)
in the Leased Premises as hereinafter provided.  If Tenant delivers to Landlord
written notice of Latent Defect in the Leased Premises, Landlord shall promptly
thereafter commence and diligently pursue correction of such Latent Defect,
provided that Tenant delivers to Landlord written notice thereof within twelve
(12) months after the date hereof.  As used herein, the term "Latent Defect"
shall mean a defect in the physical condition of the Leased Premises existing as
of the date Tenant takes possession (or is tendered possession) of the Leased
Premises that could not have reasonably been discovered prior to Tenant taking
possession of the Leased Premises by a commercially reasonable inspection of the
Leased Premises performed by a reasonably prudent architect or engineer
exercising a professionally reasonable level of due diligence in such
inspection; provided, however, that it is understood that a Latent Defect shall
not include (and Landlord shall not be responsible for) any defect in the design
of the Tenant Work.

7.  Tenant Delays.  If substantial completion of the Tenant Work for the Leased
Premises is delayed as a result of any of the following causes or events, then
such delay shall be conclusively deemed a "Tenant Delay":

     (i) any cause or event that is deemed to be a "Tenant Delay" pursuant to
     any of the provisions of this Work Agreement;

     (ii) any changes or additions to the Tenant Work or to the Tenant Plans
     (including without limitation, any changes or additions requested or
     required for the Leased Premises by Tenant or by any governmental authority
     or required in order to comply with any legal or base Building requirements
     or otherwise) subsequent to the date of Landlord's approval of the
     construction documents for the Leased Premises (unless such changes or
     additions are necessary as a result of a change made to the plans for the
     Standard Shell Work after the date hereof);

     (iii)  Tenant's failure to deliver its approved Preliminary Plans or
     Construction Documents, or to deliver the information or respond to the
     inquires or to take any of the other actions, described in Paragraph 2,
     above, by the dates specified in Paragraph 2, above;
<PAGE>

     (iv) a Tenant Delay in connection with obtaining a Building Permit, as
     specified in Paragraph 2(D);

     (v) Tenant's request for any changes in the Plans or rebids as set forth in
     Paragraph 3 hereof;

     (vi) Tenant's failure to approve cost estimates for Tenant Work or pay for
     Excess Costs within the time required under Paragraph 3 hereof;

     (vii)  any changes or additions to the Tenant Work or the Plans made after
     Landlord has approved same as set forth in Paragraph 4 hereof or changes to
     the base Building or Building systems as set forth in Paragraph 5 hereof;

     (viii)  Tenant's request for materials, finishes or installations which are
     out of the ordinary or which take a longer-than-normal time to obtain or
     install ("long leadtime items"); provided, however, that if Tenant requests
     in writing, on or before the date that the Construction Documents are
     required to be delivered to Landlord (pursuant to Paragraph 2(A)(v) hereof)
     that Landlord identify the long leadtime items clearly depicted on the
     Construction Documents, then the request for such items shall not be a
     Tenant Delay, unless Landlord identifies such items as long leadtime items
     on or before the date that Landlord submits to Tenant written estimates of
     the cost of the Tenant Work pursuant to Paragraph 3(A)(i) of this Work
     Agreement;

     (ix) the performance of, or failure to timely complete, work by Tenant or
     any person, firm, or entity hired or employed by Tenant, including without
     limitation, the failure to timely complete the installation or construction
     of any systems furniture to be installed or constructed by Tenant or any
     person, firm, or entity hired or employed by Tenant; or

     (x) any other delays resulting from the actions or inactions of Tenant.

To the extent substantial completion of the Tenant Work is delayed  as a result
of a Tenant Delay, then the Term Commencement Date and Tenant's obligation to
commence paying Minimum Rent and Additional Rent shall be as provided in Section
3.01.B of the Lease.

In addition, Tenant shall pay to Landlord all additional costs incurred by
Landlord resulting from any Tenant Delay.

8.  Tenant Work Allowance.  Landlord agrees to provide Tenant with an allowance
("Tenant Work Allowance") in the amount of Thirty-five Dollars ($35.00) per
square foot of rentable area in the Leased Premises, to be applied against the
actual out-of-pocket third party costs and expenses incurred in connection with
the design and construction of the Tenant Work (including the actual
construction costs and architectural and engineering fees incurred in connection
therewith); provided, however, a portion of the Tenant Work Allowance, but in no
event more than Five Dollars ($5.00) per square foot of rentable area in the
Leased Premises, may be applied against the actual out-of-pocket expenses
incurred by Tenant in connection with the relocation into the Leased Premises,
telephone and computer cabling and furniture and equipment for the Leased
Premises.  The Tenant Work Allowance shall not be applied to the costs of any
furniture, computers, equipment, personal property, or for any other costs other
than as provided above.  If the full amount of the Tenant Work Allowance has not
been used in accordance with the foregoing as of the date the Tenant Work is
complete, the balance thereof shall be retained by Landlord and be applied
against the next installments of Minimum Rent next coming due.  Landlord shall
pay the Tenant Work Allowance directly to the contractor(s) performing the
Tenant Work.  Notwithstanding the foregoing, Landlord shall have the right,
without the obligation, to apply all or any portion of the undisbursed Tenant
Work Allowance to remedy any default by Tenant occurring hereunder; provided,
however, it is expressly covenanted and agreed that such remedy by Landlord
shall not be deemed to waive, or release, the default of Tenant.  In addition,
Landlord shall provide to Tenant an allowance, in the amount of Ten Cents ($.10)
per rentable square foot of the Leased Premises, to be applied against the out-
of-pocket expenses incurred by Tenant in undertaking a test fit for the Leased
Premises. Such allowance will be paid to Tenant within thirty (30) days of
completion of such work and receipt by Landlord of invoices substantiating the
costs thereof incurred by Tenant, in a form reasonably acceptable to Landlord.

9.  Contractor's Rules and Regulations.  Tenant's contractors, subcontractors
and vendors may not enter the Building to perform any work or installations
prior to the Term Commencement Date without Landlord's prior written consent
pursuant to and subject to Paragraph 10, hereof.  If Landlord consents to such
entry, each contractor, subcontractor or vendor shall observe all rules and
regulations promulgated by Landlord in connection with the performance of work
in the Building, including those attached to the Lease as Exhibit D.

10.  Prior Access.   If Tenant delivers to Landlord a written request for Tenant
and Tenant's contractors to have joint access to the Leased Premises with
Landlord and Landlord's contractor prior to Landlord's delivery of possession of
the Leased Premises to Tenant for the purpose of installing telephone, computer,
other special equipment and furniture, then Landlord shall notify Tenant in
writing when Tenant and Tenant's contractors can have such access if in
Landlord's judgement (i) such joint access will not cause unreasonable
interference with the work of Landlord's contractor; (ii) there are no delays
created thereby in the Tenant Work construction process; and (iii) an acceptable
schedule of work is agreed upon between Landlord's contractor and Tenant's
contractors.  If the foregoing conditions have been met, Landlord shall use
<PAGE>

reasonable efforts to provide such access (i) prior to the enclosure of the
interior partitions, in order to install any cabling and wiring for computer and
telephone equipment, and (ii) at least fifteen (15) days prior to the date on
which the Leased Premises are substantially completed, in order to install the
telephone, computer and other special equipment and furniture.  Any delay in
substantial completion of the Leased Premises that results therefrom shall be
deemed a Tenant Delay.  Tenant shall indemnify, hold harmless, and defend
Landlord from any loss, damage, cost or expense (including attorneys' fees and
court costs) incurred by Landlord, whether before or after the Term Commencement
Date, as a result of the performance of such work by Tenant or Tenant's
contractor, and in addition to any other rights Landlord may have as a result
thereof, Landlord shall have the right to apply all or a portion of the Tenant
Work Allowance against any such loss, damage, cost or expense incurred by
Landlord as a result thereof.  In addition, Tenant shall not be permitted to
enter the Leased Premises prior to delivery of possession of the Leased Premises
to Tenant until Landlord has approved all equipment and other items to be
installed by Tenant or its contractor, as well as the plans for such
installation, and Landlord and Tenant have agreed in writing to a schedule for
all of the foregoing work to be completed by Tenant or its contractor in such
phase of the Leased Premises.  Access, if any, to the Leased Premises by Tenant
in accordance with the foregoing and solely for the purposes set forth above
shall not be deemed to advance the Term Commencement Date. The indemnification
obligations set forth in the Lease shall commence on the effective date of the
Lease (irrespective of when the term commences) and such obligation shall apply
with respect to the work performed by Tenant's contractors in the Leased
Premises. Tenant shall maintain all insurance coverages required by this Lease
commencing as of the effective date of the Lease (irrespective of when the term
commences) and Tenant shall provide certificates thereof to Landlord prior to
any access to the Leased Premises.  Any delay in providing such certificates
shall entitle Landlord to deny access to Tenant and shall relieve Landlord of
any obligation to provide such access within the foregoing time periods.
<PAGE>

                                   EXHIBIT C

                             RULES AND REGULATIONS

     Tenant expressly covenants and agrees, at all times during the Term, and at
such other times as Tenant occupies the Leased Premises or any part thereof, to
comply, at its own cost and expense, with the following:

1.   Tenant shall not obstruct or permit its agents, clerks or servants to
     obstruct, in any way, the sidewalks, entry passages, corridors, halls,
     stairways or elevators of the Building, or use the same in any other way
     than as a means of passage to and from the offices of Tenant; bring in,
     store, test or use any materials in the Building which could cause a fire
     or an explosion or produce any fumes or vapor; make any disruptive noises
     in the Building; smoke in the elevators; throw substances of any kind out
     of the windows or doors, or in the halls and passageways of the Building;
     sit on the window sills; or clean the exterior of the windows.

2.   Waterclosets and urinals shall not be used for any purpose other than those
     for which they are constructed; and no sweepings, rubbish, ashes, newspaper
     or any other substances of any kind shall be thrown into them. Waste of
     electricity or water is prohibited.

3.   Tenant shall not (i) obstruct the windows, partitions and lights that
     reflect or admit light into the halls or other places in the Building, or
     (ii) except as expressly permitted by the Lease, inscribe, paint, affix, or
     otherwise display signs, advertisements or notices in, on, upon or behind
     any windows or on any door, partition or other part of the interior or
     exterior of the Building that is visible outside the Leased Premises,
     without the prior written consent of Landlord. If such consent be given by
     Landlord, any such sign, advertisement, or notice shall be inscribed,
     painted or affixed by Tenant, or a company approved by Tenant, and the cost
     of the same shall be charged to and paid by Tenant, and Tenant agrees to
     pay the same promptly, on demand.

4.   No contract of any kind with any supplier of towels, water, ice, toilet
     articles, waxing, rug shampooing, venetian blind washing, furniture
     polishing, lamp servicing, cleaning of electrical fixtures, removal of
     waste paper, rubbish or garbage, or other like services shall be entered
     into by Tenant, nor shall any vending machine of any kind be installed in
     the Building, without the prior written consent of Landlord which shall not
     be unreasonably withheld, conditioned or delayed.

5.   When electric wiring of any kind is introduced, it must be connected as
     directed by Landlord, and no stringing of any kind or cutting of wires will
     be allowed, except with the prior written consent of Landlord. Tenant shall
     notify Landlord in writing of the number and location of telephones,
     telegraph instruments, electric appliances, call boxes, etc., and any
     electrical work in the Leased Premises shall be subject to Landlord's
     approval, which shall not be unreasonably withheld, conditioned or delayed.
     No tenants shall be in direct contact with the floor of the Leased
     Premises; and if linoleum or other similar floor covering is desired to be
     used, an interlining of builder's deadening felt shall be first affixed to
     the floor by a paste or other material, the use of cement or similar
     adhesive material being expressly prohibited.

6.   No additional lock or locks shall be placed by Tenant on any interior door
     in the Leased Premises without providing Landlord with a key therefor. In
     addition, no lock or locks shall be placed by Tenant on any suite entry
     door in the Building without Landlord's prior written consent and without
     providing Landlord with a copy of the keys for such locks. Tenant, its
     agents and employees, shall not have any duplicate key made and shall not
     change any locks. All keys to doors and washrooms shall be returned to
     Landlord at the termination of the tenancy, and in the event of loss of any
     keys furnished, Tenant shall pay Landlord the cost of replacing the lock or
     locks to which such keys were fitted and the keys so lost.

7.   Tenant shall not employ any person or persons other than Landlord's
     janitors for the purpose of cleaning the Leased Premises, without prior
     written consent of Landlord. Landlord shall not be responsible to Tenant
     for any loss of property from the Leased Premises however occurring, or for
     any damage done to the effects of Tenant by such janitors or any of its
     employees, or by any other person or any other cause.

8.   No bicycles, vehicles or animals of any kind shall be brought into or kept
     in or about the Leased Premises.

9.   Tenant shall not conduct, or permit any other person to conduct, any
     auction upon the Leased Premises; manufacture or store goods, wares or
     merchandise upon the Leased Premises, without the prior written approval of
     Landlord, except the storage of usual supplies and inventory to be used by
     Tenant in the conduct of its business; permit the Leased Premises to be
     used for gambling; make any disruptive noises in the Building; permit to be
     played any musical instruments, recorded or wired music in such a loud
     manner as to disturb or annoy other tenants; or permit any unusual odors to
     be produced upon the Leased Premises.

10.  No awnings or other projections shall be attached to the outside walls of
     the Building. No curtains, shades or screens shall be attached to or hung
     in, or used in connection with, any window or door of the Leased Premises,
     without the prior written consent of Landlord. Such curtains, blinds and
     shades must be of a quality, type, design, and color, and attached in a
     manner, approved by Landlord.
<PAGE>

11.  Canvassing, soliciting and peddling in the Building are prohibited, and
     Tenant shall cooperate to prevent the same. Retail sales will be limited to
     the ground level and lower level retail store areas.

12.  There shall not be used in the Leased Premises or in the Building, either
     by Tenant or by others in the delivery or receipt of merchandise, any hand
     trucks, except those equipped with rubber tires and side guards.

13.  Tenant, before closing and leaving the Leased Premises, shall ensure that
     all entrance doors to the Leased Premises are locked.

14.  Landlord shall have the right to prohibit any advertising by Tenant which
     mentions the name or address of the Building and in Landlord's reasonable
     opinion tends to impair the reputation of the Building or its desirability
     as a building for offices, and upon written notice from Landlord, Tenant
     shall refrain from or discontinue such advertising.

15.  Landlord hereby reserves to itself any and all rights not granted to Tenant
     hereunder, including, but not limited to, the following rights which are
     reserved to Landlord for its purpose in operating the Building:

     (i)   the exclusive right to the use of the name of the Building for all
           purposes, except that Tenant may use the name as its business address
           and for no other purpose;

     (ii)  the right to change the name or address of the Building, without
           incurring any liability to Tenant for so doing provided that if
           Landlord changes the street number of the Building and such change is
           not made, directed or requested by the postal service or any
           governmental or quasi-governmental authority, then Landlord shall
           reimburse Tenant for the actual cost of the letterhead and other
           stationary or business cards on hand which bears the old address of
           the Building, but in no event more than Ten Thousand Dollars
           ($10,000.00);

     (iii) the right to install and maintain a sign or signs on the exterior of
           the Building, subject to the terms of the Lease;

     (iv)  the exclusive right to use or dispose of the use of the roof of the
           Building, subject to Tenant's express rights under the Lease;

     (v)   the right to limit the space on the directory of the Building to be
           allotted to Tenant, subject to Tenant's express rights under the
           Lease; and

     (vi)  the right to grant to anyone the right to conduct any particular
           business or undertaking in the Building.

16.  As used herein, the term "Leased Premises" or "Premises" shall mean and
     refer to the "Leased Premises" as defined in Article I of the Lease.

17.  All safes shall stand on a base of such size as shall be designated by the
     Landlord. The Landlord reserves the right to inspect all freight to be
     brought into the Building and to exclude from the Building all freight
     which violates any of these Rules and Regulations or the Lease of which
     these Rules and Regulations are a part. No machinery of any kind or
     articles of unusual weight or size will be allowed in the Building without
     the prior written consent of Landlord. Business machines and mechanical
     equipment that cause vibration or make noise, if so consented to by
     Landlord, shall be placed and maintained by Tenant, at Tenant's expense, in
     settings sufficient to absorb and prevent all vibration, noise and
     annoyance.

18.  The Leased Premises shall not be used for lodging or sleeping purposes, and
     cooking therein (other than microwave cooking for Tenant's employees in the
     pantry area of the Leased Premises) is prohibited.

19.  After 6:00 p.m. until 8:00 a.m. on weekdays, after 1:00 p.m. on Saturdays,
     and at all hours on Sundays and legal holidays, all persons entering or
     leaving the Building may be required to identify themselves to establish
     their rights to enter or leave the Building. Landlord or its agents may
     exclude from the Building during such periods all persons who do not
     present satisfactory identification. Each tenant shall be responsible for
     all persons for whom it requests admission and shall be liable to Landlord
     for all acts of such persons.

21.  In addition to all other liabilities for breach of any provision of these
     Rules and Regulations, Tenant shall pay to Landlord all damages caused by
     such breach.  The violation of any such provision may be restrained by
     injunction.

22.  Landlord shall enforce the rules and regulations against the Tenant in a
     non-discriminatory manner.
<PAGE>

                                   EXHIBIT D

                        RULES FOR TENANT'S CONTRACTORS

     The following rules and regulations apply to any construction by Tenant in
the Building:

1.   All demolition and/or construction work generating sufficient noise to
     disturb Building occupants (e.g., core drilling and ramset shots) must be
     accomplished before or after normal operating hours.  Determination of
     sufficient noise levels to cause a disturbance shall be made at the
     Landlord's sole discretion.

2.   Loading dock use for the delivery of materials and/or equipment or for the
     removal of trash shall be before or after the normal hours of operation for
     the Building.  For isolated special cases, arrangements may be made with
     the property manager of the Building ("Property Manager") for deliveries
     during Building Hours.  Landlord agrees to cooperate with Tenant to
     accommodate Tenant's reasonable request for such use during Building Hours
     during Tenant's initial build-out of the Leased Premises.

3.   Freight elevator use for the delivery of materials and/or equipment or the
     removal of trash shall normally be before or after the normal hours of
     operation for the Building and only with the express permission of the
     Property Manager.  For isolated special cases, special arrangements may be
     made with the Property Manager for deliveries during Building Hours.  All
     elevator use must be with the full knowledge and consent of the Property
     Manager.

4.   Construction debris must be removed from the Building in suitable
     containers.  Removal must be accomplished in a manner which does not cause
     damages to the Building, create any disturbances to tenants, or create
     additional cleaning for Building personnel.  Sufficient precautions must be
     taken to protect finishes in the path of removal.  Damages resulting from
     negligence will result in an assessment to the contractor for damages.

5.   Contractors are responsible for timely cleaning of all public areas
     affected by their construction activities.  Contractors are further
     responsible for providing and promptly removing their own trash containers.

6.   Any work not to be installed in strict adherence with the construction
     contract documents must be approved by the Landlord prior to installation.

7.   All workmen must conduct themselves in a reasonable manner at all times.
     The removal of any workmen using profanity, loitering in the Building, or
     creating a disturbance to tenants will be required.

8.   All of the contractor's personnel are responsible for their own parking and
     the associated cost.  Unauthorized vehicles found in loading areas or
     parking garages will be ticketed and towed.

9.   All work requiring connection to the Building fire alarm system is subject
     to the Landlord's requirements.  The completion of the tie-in must be
     accomplished utilizing the Landlord's specified contractor.  Any warranties
     voided as a result of the contractor's or subcontractor's failure to comply
     with this requirement will result in the contractor's replacing the voided
     warranty in compliance with the Landlord's requirements.

10.  Any roof penetrations required must be performed and repaired by the
     Landlord's designated subcontractor.  Any warranties voided as a result of
     failure to comply with this requirement will result in the contractor's
     replacing the voided warranty in compliance with the Landlord's
     requirements.

11.  Any work requiring the partial or full shutdown of any base Building
     systems, including electrical, mechanical or plumbing, must be scheduled
     with and approved by the Property Manager twenty-four (24) hours in
     advance.  The shutdowns generally must be done after Building Hours.

12.  All painting utilizing oil-based or polymer-based paints shall be performed
     before or after Building operating hours.  The contractor shall be
     responsible for scheduling with the Property Manager any HVAC required for
     proper ventilation of work areas and adjacent tenant spaces.

13.  The protection of existing mechanical equipment, including but not limited
     to baseboard heaters, heat pumps, air handlers, air conditioners, ductwork
     and distribution equipment, from physical damage or damage from dust and
     debris is the responsibility of the contractor.  Damage as a result of
     failure to protect equipment will result in an assessment against the
     contractor for such damages and the resulting required repairs.

14.  All penetrations to slab materials require the review and approval of the
     Landlord's structural engineer without exception.  The cost of this review
     and approval is the contractor's responsibility.

15.  All testing of fire alarm equipment requiring the sounding of bells,
     sirens, or voice annunciation must be scheduled with the Property Manager
     forty-eight (48) hours in advance of the test.  Pre-testing of new fire
     alarm work is mandatory.  Rescheduled test as a result of the contractor's
     failure to coordinate with the Property Manager, the contractor's failure
     to completely pre-test the system, or the contractor's failure to pass
     municipal test shall be the contractor's responsibility.

16.  Normal Building operating hours are generally 9:00 a.m. to 6:00 p.m.,
     Monday through Friday (except Holidays).

17.  These rules are subject to change at the Landlord's discretion.
<PAGE>

                                   EXHIBIT E

                         TRAFFIC MITIGATION AGREEMENT
<PAGE>

                                   EXHIBIT F

                  REQUIRED MINIMUM STANDARDS FOR TENANT WORK

Following are the building standards for any Tenant Improvements:

Light Fixtures. At least the following minimum standards: 2' X 4' laying, three
fluorescent lamp, 18 cell parabolic light fixture with single pole toggle type
switch, mounted at standard height. Fixtures shall have electronic ballasts.

Electrical/Telephone/Computer Outlets. Non-dedicated 120 volt, 20 amp wall
mounted duplex outlet. Wall mounted opening with plaster ring and pull string
will be installed for each.

Flooring Covering. Furnish and install floor covering (minimum cost $1.50 per
square foot of floor area)

Window Covering. Building Standard mini-blinds will be furnished by Landlord
and are required on all exterior windows (and shall not be a charge against the
Tenant Allowance).

Sprinklers. Sprinkler heads with sprinkler head covers installed with piping in
accordance with the Tenant Plans and as required by Code.

Heating, Ventilation and Air Conditioning. The Building shall be heated and
cooled by a variable air volume system. Each floor shall be served by one air
handling unit. The Tenant is responsible to install all distribution ductwork,
VAV boxes and thermostats (Titus-DESV), and diffusers. All demising and interior
partitions shall have appropriate openings required for the return air.

Tenant Signage. Except as provided in the Lease, pursuant to Landlord
specifications, Tenant is allowed one (1) Building standard suite entry sign and
one (1) company name and suite identity on the building directory located in the
Building lobby.
<PAGE>

                                   EXHIBIT G

                        BASE BUILDING SHELL DEFINITION

The Landlord shall provide the following as part of the Standard Shell Work:

1.  Smooth, level concrete slab floor ready to accept carpet or VCT in
    accordance with industry tolerances.  The concrete slab shall have a 100 lb.
    live load structural capacity.
2.  Metal stud framed and insulated exterior Building perimeter finished with
    drywall ready for Tenant finishes.
3.  Unfinished concrete slab above ceiling plenum.
4.  Unfinished concrete structural columns though out the space.
5.  Drywall on Building core walls ready for Tenant finishes.
6.  Incoming electrical service to the Building electric room and associated
    switchgear
7.  Electrical risers to each floor.
8.  High (277/480 Volt) and low voltage (120/208 Volt) Panels with associated
    transformers with the capacity to support 5 watts/sf for Tenant general
    power and distribution and 2 watts/sf for Tenant lighting.
9.  A 4' by 8' sheet of plywood located on the wall above the telephone sleeves
    in the core telephone closets located on each floor.
10. One air handling unit per floor located in the mechanical room capable of
    producing 18,860 CFM of 55 degree Fahrenheit chilled air.
11. Make up air unit located on the roof capable of delivering 20 CFM per
    person on each floor.
12. Sprinkler standpipes with valved connections to each floor.
13. Sprinkler grid based on an open floor plan with one upright copper
    sprinkler head per 225 square feet.
14. A wet stack to each floor level consisting of valved water tap, sanitary
    sewer stub, and vent stub.



                       CORE AREA BUILD-OUT AND FINISHES

The Landlord shall provide the following as part of the Standard Shell Work:

1.  Finished toilet rooms with ceramic tile wet walls, ceramic tile floors, and
    automatic toilet flush mechanisms.
2.  Unfinished mechanical rooms.
3.  Painted exit stairs.
4.  Unfinished janitor closets
5.  Finished elevator lobbies on ground and second floor.
6.  Unfinished elevator lobbies on third, fourth and fifth floors.
7.  Ceiling systems in toilet rooms.
8.  Doors, frames, and hardware for all core openings.
9.  ADA Code requirements for the site, Building entry, main lobby, elevators,
    exit stairs, drinking foundations, and toilet rooms. This shall include
    accessible route from parking lot to Building entrance, accessible route
    through the Building to the Tenant space and public accommodations.
10. Directional site signage.
11. Building directory
12. Core interior signage
13. Emergency lighting in the core areas.
14. Light fixtures in the main and second floor elevator lobbies.
15. Convenience outlets in the core areas.
16. Exhaust/Ventilation to mechanical rooms, toilet rooms, janitor's closets,
    and stairwells.
17. Sprinkler head coverage in core areas, main lobby, and second floor lobby.
18. Fire extinguisher cabinets and extinguishers in the core areas.
19. Electric water cooler on each floor in the core area.
20. Janitor sink on each floor.
21. Card readers at the Building entrances on first and second floors, exit
    stairwells, and elevators.
22. Adjustable horizontal mini-blinds on all exterior windows--rolled up and
    protected.
23. Fire alarm devices in core areas with panel contacts for Tenant fire alarm
    devices.
24. Incoming voice/data distribution to the Building telephone room.
25. Central fire alarm enunciator panel.
26. Direct digital control energy management system to control HVAC units.
27. Building shell shall comply with all local building codes sufficient to
    receive a base Building shell completion certificate.
<PAGE>

                                   EXHIBIT H

                     ADDITIONAL OPERATING COSTS EXCLUSIONS

In addition to the exclusions from Operating Costs set forth in Section 6.03.C
of the Lease, Operating Costs shall not include:

1.  the cost of any improvements which under generally accepted accounting
    principles, consistently applied, are properly classified as capital
    improvements, except for any Permitted Capital Expenditures;
2.  painting or decorating of any leased or leasable area (specifically
    excluding any common or public areas of the Building or any base Building
    systems or structures), unless the Leased Premises are comparably painted or
    decorated;
3.  any tenant work performed or alteration of specific space leased to Tenant
    or any other tenants or occupants of the Building (specifically excluding
    any common or public areas of the Building or any base Building systems or
    structures), whether such work or alteration is performed for the initial
    occupancy by such tenant or occupant or thereafter, unless such tenant work
    or alterations are similarly provided to, or benefit generally, Tenant;
4.  any cash or other consideration paid by Landlord to a specific Tenant on
    account of, with respect to or in lieu of the tenant work or alterations
    described in clause (3) above;
5.  ground rent (except with respect to any portion thereof relating to the
    pass-through of any operating expenses or real estate taxes incurred by the
    ground lessor;
6.  depreciation or amortization of any Building improvements, except with
    respect to any Permitted Capital Expenditures;
7.  cost of any repairs required as a direct result of the gross negligence of
    Landlord (provided that such repairs would not have been required but for
    such gross negligence) or required in order to cure any violations existing
    as of the Term Commencement Date of any laws relating to the common area of
    the Building;
8.  costs of enforcement of leases relating to rent or other items that do not
    benefit Tenant, tenants or the Building generally or the operation of the
    Building;
9.  principal and interest on indebtedness or any costs of financing or
    refinancing the building, the building equipment, or the building
    improvements, replacements, or repairs, except for interest (at a fair
    market rate) on Permitted Capital Expenditures;
10. management fees in excess of three percent (3%) (or the percent management
    fee paid in the Base Year by Landlord, if less) of gross rental income or
    collections (as may be grossed-up to a full service basis if any expenses
    are separately paid by any tenants of the building);
11. compensation paid to officers or executives of the Landlord;
12. leasing commissions, advertising and promotional expenses;
13. accounting, legal, or other professional or consulting costs or fees,
    whether internal or paid to third parties, except to the extent related to
    the operation, management or maintenance of the Building (excluding legal
    fees incurred in connection with negotiation of leases in the Building or in
    connection with disputes with tenants of the Building), or in connection
    with the preparation of expense statements for the tenants of the Building;
14. the cost of repairs incurred by reason of fire or other casualty or
    condemnation to the extent that either (1) Landlord is compensated therefor
    through proceeds of insurance or condemnation awards; (2) Landlord would
    have been compensated therefor had Landlord obtained the insurance coverage
    against such fire or casualty required hereunder to be carried by Landlord;
    or (3) Landlord is not fully compensated therefor due to the coinsurance
    provisions of its insurance policies on account of Landlord's failure to
    obtain the insurance required hereunder to be carried by Landlord;
15. the cost of future capital improvements to the Building, except with
    respect to Permitted Capital Expenditures;
16. the cost to provide after Building Hours HVAC or electricity costs to a
    specific tenant of the Building, if such tenant is charged separately for
    such use (other than through Operating Costs pass-throughs);
17. Landlord's cost incurred in connection with providing services to a
    particular tenant of the Building for which Landlord is entitled to be
    reimbursed by such tenant under its lease (except for costs that are
    reimbursable to Landlord in the form of pass-throughs of operating costs),
    but only to the extent such services are not standard for the Building and
    are not available to Tenant without specific additional charge therefor and
    Landlord is directly reimbursed therefor from such tenant;
18. expenses incurred by Landlord with respect to space located in another
    building of any kind or nature in connection with the leasing of space to a
    specific tenant in the Building (e.g., buy-out of a tenant's pre-existing
    lease as a tenant concession);
19. any amounts payable by Landlord by way of indemnity or damages as a result
    of Landlord's default under this Lease or any other leases in the Building,
    but only to the extent Landlord would not have incurred such amount but for
    such default (it being understood that any amount was paid by Landlord that
    represents the reimbursement of a cost which if paid directly by Landlord
    would have been included in Operating Costs shall be included in Operating
    Costs);
20. any fine, interest or penalty incurred as a result of Landlord's late
    payment of Taxes or utility bills, unless (a) Landlord acted in good faith
    and made reasonable efforts in contesting the amount of such payments which,
    if such contest were successful, would have reduced Operating Costs or Taxes
    or would otherwise have been beneficial to Tenant, or (b) Tenant is not
    current on all payments of any Rent due hereunder at the time such payments
    are due and at the time any such fines, penalties, interest are incurred by
    Landlord;
21. any improvement installed or work performed or any other cost or expense
    incurred by Landlord in order to comply with the requirements to obtain the
    initial base Building certificate of occupancy (i.e., the core and shell
    completion certificate);
22. the profit component of any amount paid to a corporation, entity, or person
    which controls, is controlled by, or is in common control with Landlord for
    goods or services, to the extent such amount is not reasonably comparable to
    the amount paid for similar goods or services provided to first-class office
    buildings in Montgomery County, Maryland providing services similar to, and
    to the same level as, those provided for the Building (it being understood
    that for purposes of this item, "control" shall be deemed to be ownership of
    more than fifty percent (50%) of the legal and equitable interest of the
    controlled corporation or other business entity);
23. expenses solely relating to maintaining the retail space in the Building;
<PAGE>

24. any cost or expense for which Landlord is reimbursed by any tenant or the
    proceeds of any insurance policy
25. all operating expenses of the Building allocated by Landlord on a
    reasonable basis to the retail area of the Building
26. costs associated with operating the parking garage for the Building, except
    ordinary maintenance and repair expenses for such parking garage; and
27. costs resulting from any defect in the physical condition of the Standard
    Shell Work existing as of the Term Commencement Date resulting from the
    original construction of the common areas of the Building (specifically
    excluding repairs and replacements resulting from ordinary wear and tear,
    use, fire, casualty or vandalism), provided that Tenant delivers to Landlord
    written notice thereof promptly upon becoming aware thereof and in no event
    later than the expiration of the fifth (5th) Lease Year.
<PAGE>

                                   EXHIBIT I

                          CURRENT QUALIFIED BUILDINGS




          The buildings located at the following addresses are Qualified
          Buildings as of the date hereof:


          4833 Bethesda Avenue, Bethesda, Maryland
          4825 Bethesda Avenue, Bethesda, Maryland
          4827 Bethesda Avenue, Bethesda, Maryland
          4920 Elm Street, Bethesda, Maryland
          7250 Woodmont Avenue, Bethesda Maryland
<PAGE>

                                   EXHIBIT J

                            FORM OF LETTER OF CREDIT

[Lending Institution Name]
[Address of Lending Institution]                     Date:  __________, _____

             IRREVOCABLE STANDBY LETTER OF CREDIT NO. ____________

Account Party  [Account Party's Name]
               [Account Party Address]

In favor of:   Beneficiary
               [Beneficiary Name], its successors and assigns
               [Beneficiary Address]

          AMOUNT                                 EXPIRATION DATE:
          USD  _____________                     [Expiration Date]
          [Dollar Amount] U.S. Dollars Only

Gentlemen:

We hereby establish our irrevocable letter of credit in favor of [Beneficiary
Name] in the amount of USD [Numeric Dollar Amount] ([Alphabetic Dollar Amount]
U.S. Dollars Only), effective immediately.  Funds under this Letter of Credit
are available to you by your draft at sight drawn on the [Lending Institution
Name, Lending Institution Address], bearing the clause "Drawn under [Lending
Institution Name] Letter of Credit No. _______ dated ____________, 200__," and
accompanied by the following document:

Beneficiary's signed statement stating that:  "The undersigned Beneficiary is
entitled to draw upon this Letter of Credit pursuant to the terms of that Lease
dated [Lease Date] for premises at [Premises Address] between [Tenant's name]
and [Landlord's Name], as such Lease may have been modified or amended to date.
The undersigned Beneficiary hereby makes demand for the payment of ________ of
the Letter of Credit."

Such statement shall be conclusive as to such matters and we will accept such
statement as binding and correct without having to investigate or having to be
responsible for the accuracy, truthfulness or validity thereof or any part
thereof and notwithstanding the claim of any person to the contrary.

Partial draws are permitted hereunder.  This Letter of Credit is transferable by
Beneficiary, provided that such transfer does not violate any rule, order or
regulations of any applicable governmental entity.  Any such transfer of this
Letter of Credit shall be subject to our receipt of Beneficiary's instructions
in the form attached hereto as Exhibit A, accompanied by the original of this
Letter of Credit and any amendments thereto.  The costs and expenses of such
transfer shall be the expense of the Account Party.

This Letter of Credit sets forth in full the terms of our undertaking and such
undertaking shall not in any way be modified, amended, or amplified by reference
to any document(s), instrument(s), contract(s), or agreement(s) referred to
herein or in which this Letter of Credit relates, and any such reference shall
not be deemed to incorporate herein by reference any document(s), instrument(s),
contract(s), or agreement(s).

It is a condition of this Letter of Credit that it shall be deemed automatically
extended without amendment for one year from the present or any future
expiration date of this Letter of Credit unless at least sixty (60) days prior
to the then current expiration date we notify the Beneficiary by certified mail,
return receipt requested that we elect not to consider this Letter of Credit
renewed for such additional period. If such notice is given, then during such
notice period (i.e., the at least sixty (60) day period commencing on the date
of such notice and ending with the then applicable expiration date of this
Letter of Credit), this Letter of Credit shall remain in full force and effect
and Beneficiary may draw up to the full amount of the sum  then remaining  under
this Letter of Credit when accompanied by a statement described above in the
first paragraph of this Letter of Credit.

We hereby agree with you that drafts drawn and presented in compliance with the
terms of this Letter of Credit will be honored by us promptly (but in no event
later than the close of business on the third (3rd) business day after the date
of presentment in immediately available funds if presented at our offices
designated below for presentment  on or before the expiration date of this
Letter of Credit, as such date may be extended pursuant to the terms hereof.
Presentment of this Letter of Credit may be made at the following location(s):
[Address(s) for presentment]

Unless otherwise stated in this Letter of Credit, this Letter of Credit is
subject to The Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication No. 500, which is
incorporated by reference herein.

Very truly yours,

______________________________
Authorized Signature

NOTE:  Landlord and Tenant hereby agree that, upon Landlord's written request,
Tenant shall cause the Letter of Credit to name Landlord and any mortgagee of
Landlord (designated by Landlord) as beneficiaries under the Letter of Credit,
with each such beneficiary having the authority to present the Letter of Credit
and draw upon the Letter of Credit, without needing the other beneficiary to
join in such presentment or receive the proceeds of any draw made upon the
Letter of Credit.
<PAGE>

                                   EXHIBIT K

             LOCATION AND PARAMETERS OF PERMITTED EXTERIOR SIGNAGE
<PAGE>

                                   EXHIBIT L

                               LOCATION OF AWNING
<PAGE>

                                   EXHIBIT M

                            CLEANING SPECIFICATIONS

I.   TENANT'S OFFICE AREA - NIGHTLY (MONDAY-FRIDAY)
A.   All waste baskets and ashtrays will be emptied and wiped clean.  Waste
     containers shall be washed as necessary and lined with plastic liners.
B.   Desk tops, furniture and horizontal surfaces up to 72" high will be dusted.
C.   Uncarpeted floor areas will be dust mopped with a treated mop.  Waxed
     floors will be damp mopped to remove spill marks.
D.   All carpeted areas will be power vacuumed.  Accessory tools will be used in
     hard-to-get areas.
E.   Walls, doors, hardware, light switches, painted wood-work and partition
     glass will be kept free of marks and smudges.
F.   Lights will be turned off (except where otherwise designated)  and doors
     will be locked.
G.   All windows will be locked and venetian blinds adjusted.

II.  TENANT'S OFFICE AREA - WEEKLY (More often as needed)
A.   Composition floors will be spray buffed to maintain appearance.
B.   Glass partitions, door and door hardware will be cleaned and bright work
     polished.
C.   Air conditioning and heating grills will be kept free of dust.
D.   Where needed, as needed, carpets will be spot cleaned to remove stains.

III.  TENANT'S OFFICE AREA - QUARTERLY
A.   Composition floors will stripped, scrubbed, waxed and buffed.
B.   High Dusting (above 72") with a treated cloth.
C.   Venetian blinds will be dusted with a treated cloth.

IV.  REST ROOMS AND COMMON AREAS - NIGHTLY (MONDAY-FRIDAY)
A.   Clean all fixtures, including mirrors, lights, pipes, commode and urinals
     with a germicidal detergent.
B.   Clean basins and hardware with a soft cloth using a non-abrasive cleaner.
     Dry with a soft cloth.
C.   Clean all bright work.
D.   Special care will be given to cleaning rims, tops and bottoms of toilet
     seats, bases, using a germicidal detergent.
E.   Refill paper towel and tissue holders and soap dispensers.
F.   Wet mop and deodorize floors with disinfectant.

V.  REST ROOMS AND COMMON AREAS - MONTHLY
A.   Power scrub tile floors and buff with no-slip wax.
B.   Dust ceiling vents.
C.   Wax floors.

VI.  CORRIDORS, STAIRWAYS AND ELEVATORS - NIGHTLY (MONDAY-FRIDAY)
A.   All uncarpeted areas will be dust mopped with a treated mop.  Marks and
     spills will be removed.
B.   All carpeted areas will be power vacuumed with particular attention to the
     edges, corners and hard-to-get areas.
C.   Water fountains will be cleaned with a disinfectant and polished.
D.   Walls, light switches, doors and painted woodwork will be kept free of
     marks and smudges.
E.   Elevators will be cleaned thoroughly, including entrance sills and bright
     work.  The floors will be vacuumed and spot cleaned as necessary.
F.   Elevator entrance doors and frames will be wiped and kept free of finger
     marks and smudges.
G.   Stairwells, railings and walls to be kept clean of smudges.
H.   Fire bells and other horizontal surfaces will be dusted.

VII.  CORRIDORS, STAIRWAYS AND ELEVATORS - AS NEEDED
A.   Uncarpeted floors will be stripped, scrubbed and refinished as necessary to
     remove wax build-up and maintain appearance.
B.   Carpets will be spot cleaned to remove stains.

VIII. ENTRANCE LOBBIES - NIGHTLY (MONDAY-FRIDAY)
A.   Lobby floors shall be mopped and or scrubbed with a neutral cleaner and
     buffed as necessary to maintain appearance.
B.   Glass window and door areas will be cleaned with glass cleaner.
C.   Architectural surfaces and bright work will be cleaned and polished.

IX.  ENTRANCE LOBBIES - WEEKLY
A.   Dust, or whenever necessary, spot clean walls in main lobbies and elevator
     lobbies to a height of 72".

X.   TENANT LUNCHROOMS  - NIGHTLY (MONDAY-FRIDAY)
A.   All tables and counter tops will be wiped clean.
B.   Ashtrays will be emptied and wiped clean.
C.   Trash will be collected and placed in designated areas.
D.   Flooring will be cleaned as needed.

XI.  MISCELLANEOUS
A.   Elevator carpets will be shampooed as requested.
B.   All janitor storage areas will be kept tidy and clean. No water will be
     left running, sinks left with standing water, or lights left on in the
     closets. All mops, sponges and other reusable cleaning implements will be
     cleaned off, rinsed and wrung out each night. Sour or mildewed mop heads or
     sponges will be replaced.
C.   Exterior windows shall be cleaned two (2) times each year.
D.   The HVAC filters will be checked monthly and changed quarterly, and the VAV
     will be checked monthly.

NOTE:  Tenant shall be entitled, at its sole cost, to have cleaning services
provided on Monday mornings and such additional cleaning services that Tenant
may reasonably request and Landlord reasonably approve.
<PAGE>

                                   EXHIBIT N

                              HVAC SPECIFICATIONS


A.   Summer:

     Room conditions at 75(degrees)F +/- 2(degree) dry bulb and 50% relative
     humidity when outside conditions do not exceed 95(degrees)F dry bulb and
     78(degrees)F wet bulb, provided that Tenant complies with the following
     conditions:

     1.   Light-colored blinds, fully drawn, with slats at 45(degree) angle
          coincident with peak sun load;

     2.   Electric load does not exceed 5 watts per square foot; and

     3.   People load does not exceed an average one person per 150 square feet
          for office space.

B.   Winter:

     Room conditions at 70(degrees)F +/- 2(degrees) when the outside dry bulb
     temperature is not less than 10(degrees)F.

Note:     The base Building HVAC system has not been designed, nor will it be
          constructed, to comply with the foregoing specifications in any
          kitchen, conference room, computer room, copy room or other areas of
          the Premises in which excessive heat is produced or in which the
          Tenant Work or Alterations or the configuration thereof or the
          placement of any of Tenant's furniture or equipment adversely affects
          the ability of the HVAC system to efficiently function, which areas
          may require supplemental air-conditioning in order to comply with the
          foregoing specification.
<PAGE>

                                   EXHIBIT O

                   LOCATION AND DESIGNATION OF PARKING SPACES
<PAGE>

                                                                         SURFACE
                                                                     UPPER LEVEL