EXHIBIT 10.11
                             OFFICE LEASE AGREEMENT

         THIS OFFICE  LEASE  AGREEMENT  ("Lease")  is made and entered into this
31st day of March, 1999 by and between JEMAL'S/CAYRE, 6010 EXECUTIVE BLVD L.L.C.
("Landlord"),  and INFORMAX,  INC. ("Tenant"),  upon and in consideration of the
terms,  covenants  and  conditions  contained  in this  Lease and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged.

                              W I T N E S S E T H

              ARTICLE I - BASIC LEASE INFORMATION AND DEFINITIONS

Section 1.01. The following is a summary of the basic Lease information:

         A. Premises:  Those portions of the Building located on the tenth floor
as shown on the floor plan attached hereto as Exhibit A.

         B. Land: That certain parcel of real property situate,  lying and being
in Rockville, Maryland and described on Exhibit B hereto.

         C.  Project:  The Land,  Building and all other  improvements  or other
structures located or constructed, or to be located or constructed, on the Land,

         D. Building: The building located on the Land of which the Premises are
a part commonly identified as 6010 Executive Blvd., Rockville, Maryland 20852.

         E. Commencement  Date: The date on which the Term and the Base Rent and
other amounts payable  hereunder shall commence,  and which date shall be ninety
(90) days after the Effective  Date. The "Effective  Date" shall be the date (i)
the Landlord has  received a fully  executed  copy of this Lease and all initial
payments  required  hereunder  from Tenant;  and (ii)  Landlord has executed and
delivered an executed copy of the Lease to Tenant.

         F. Expiration Date: The date which is the last day of the seventh (7th)
Lease Year.

         G. Term: The period  beginning on the  Commencement  Date and ending on
the Expiration Date, unless earlier terminated as provided herein.

         H. Net Rentable Area of the Premises: Approximately Twelve Thousand Six
Hundred Twenty Four (12,624)  square feet,  including core factor,  on the tenth
floor of the  Building,  which actual amount will be determined by a measurement
by the  Project's  Architect  using the  Washington  Commercial  Association  of
Realtors, Inc. Standard Method of Measurement. The determination of Net Rentable
Area shall be subject to verification by Tenant's architect.

         I. Tenant's Pro Rata Share: The percentage representing a fraction, the
numerator of which is the Net Rentable Area of the Premises and the  denominator
of which is the Net Rentable  Area of the office space  located in the Building,
excluding basement areas.

         J. Lease Year: The twelve (12) month period  following the Commencement
Date if the  Commencement  Date falls on the first day of a month or, if it does
not, then the twelve (12) month period following the first day of the first full
month after the Commencement Date, and each subsequent twelve (12) month period.

         K. Rent: Base Rent and Additional Rent.

         L. Base Rent:  The initial  Base Rent for the first Lease Year shall be
Twenty Four and 25/100 Dollars  ($24.25)  multiplied by the Net Rentable Area of
the Premises.  If the  Commencement  Date is not the first day of a month,  then
additional Base Rent for the period.

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from the  Commencement  Date to the first day of the first  Lease  Year shall be
payable on a pro-rata basis for the number of days covered by such period.

         M. Permitted Use: General office purposes.

         N. Broker: The Bank Companies.

                   ARTICLE II - PREMISES AND QUIET ENJOYMENT

Section 2.01. Premises. Landlord hereby leases and demises to Tenant, and Tenant
hereby leases and rents from Landlord,  the Premises for the Term, together with
the right to use in common with others the Common Areas  designated by Landlord,
subject to all of the terms,  covenants,  and conditions  contained herein.  The
exterior  walls,  floor and ceiling and the area above and beneath the  Premises
are not  demised  hereunder,  and the use  thereof,  together  with the right to
install,  maintain,  use,  repair and replace  pipes,  ducts,  conduits,  wires,
tunnels,  sewers  and  structural  elements  leading  through  the  Premises  in
locations  which will not  materially  interfere  with  Tenant's use thereof and
serving other parts of the Project are hereby reserved to Landlord.

Section 2.02.  Quiet  Enjoyment.  Provided that Tenant fully and timely performs
all the terms of this Lease on Tenant's part to be performed,  including payment
by Tenant of all Rent,  Tenant shall  peaceably and quietly have, hold and enjoy
the Premises during the Term without hindrance,  disturbance or molestation from
or by Landlord.

                             ARTICLE III - PARKING

Section 3.01.  Parking Permits.  Landlord agrees to make available to Tenant and
its employees  thirty-two  (32) parking  permits (based on 2.5 permits per 1,000
square  feet) for the parking of  standard-sized  passenger  automobiles  in the
designated  parking areas for the Building (the "Parking  Areas"),  which spaces
(except as provided below) shall not be designated,  unless otherwise determined
by Landlord in its sole  discretion.  The charge for such  permits  shall be the
prevailing  market rate for such spaces,  which rate is now  Fifty-Five  Dollars
($55.00)  per month,  per  permit,  subject  to  reasonable  annual  adjustments
("Parking  Fees").  All Parking Fees due  hereunder  shall be deemed  Additional
Rent,  provided that Parking Fees shall be due and payable with each installment
of Base  Rent.  If Tenant  does not elect at the outset of the Lease to take all
the  permits,  Landlord  shall be free to lease  any  available  spaces to other
tenants. If available,  Tenant may thereafter lease additional spaces on a month
to month  basis at the rate  provided  herein.  Notwithstanding  the  foregoing,
Landlord shall  designate three (3) spaces in the Parking Area for the exclusive
use of Tenant, and the Parking Fees for three (3) of the thirty-two (32) permits
to be issued  hereunder  by  Landlord  shall be $100.00  per  month,  subject to
reasonable adjustments consistent with any increases for the other Parking Fees.

Section 3.02 Parking Rules.  Landlord  reserves the right to institute  either a
valet parking,  self parking, or any other parking system it may deem advisable.
Tenant and its employees shall observe  reasonable safety precautions in the use
of the Parking  Area and shall at all times  abide by all rules and  regulations
governing the use of the Parking Areas reasonably promulgated by Landlord or any
operator.  The Parking Area will remain open seven (7) days a week, 24 hours per
day.  Neither  Tenant nor its  employees  may work on or repair any car or other
vehicle in the  parking  areas for the  Building,  nor shall they  interfere  or
disrupt the  traffic  flow,  or use of common  areas with  loading or  unloading
delivery vans, trucks,  carts, or vehicles of any sort.  Landlord shall have the
right to tow or have towed any vehicle  owned  and/or  operated by Tenant or its
personnel  which violates the parking  covenants  without  written notice to the
owner of such  vehicle,  and Tenant  and/or the owner of such  vehicle  shall be
responsible  for and agree to pay upon  demand all towing and  storage  charges.
Tenant  shall not use the  parking  area for  overnight  parking  or  storage of
service vehicles.

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Section  3.03.  Injury or Damage on Parking  Area.  Landlord does not assume any
responsibility,  and shall  not be held  liable,  for any  damage or loss to any
automobile or personal  property in or about the Parking Area, or for any injury
sustained  by any person in or about the  Parking  Area,  unless  such injury or
damage was caused by the gross negligence or willful misconduct of Landlord,  or
its employees.

                           ARTICLE IV - IMPROVEMENTS

Section 4.01. Allowance for Tenant's Improvements.  Landlord will provide Tenant
with a Twenty-Five and 00/100 Dollar ($25.00) per rentable square food build-out
allowance (the  "Allowance")  above existing  conditions at the Premises for the
construction  of  the  improvements  to  the  Premises  necessary  for  Tenant's
occupancy (the "Tenant's Improvements"), and all other related costs relating to
Tenant's tenancy of the Premises,  including,  but not limited to, architectural
and design  fees,  wiring and cabling  expenses,  and the costs of fixtures  and
equipment and moving and related expenses.  Tenant shall use at least 90% of the
Allowance for the hard costs of  construction,  to include  architectural  fees,
equipment  and fixtures,  and moving  related  expenses.  Tenant shall be wholly
responsible  for the  payment  of all  costs in  excess  of the  Allowance,  and
Landlord shall have no liability to make any payments in excess of the Allowance
to the  "Contractor"  or  any  other  party  in  connection  with  the  Tenant's
Improvements,  unless otherwise provided herein. Any savings from the Allowance,
but in no event  more  than  10% of the  Allowance,  may be  applied  to  rental
payments due under this Lease, as they accrue.

Section 4.02. Design/Plans. Tenant, at Tenant's expense (subject, as applicable,
to Landlord's  obligation to fund the  Allowance),  will supply all  engineering
working drawings including mechanical, electrical, and plumbing working drawings
as required for the permitting and  construction  of the Premises (the "MEP's").
Tenant  shall  contract for the  preparation  of plans and  finishes,  including
mechanical  and  architectural  drawings  required for  permitting,  with a firm
selected  by Tenant.  All plans and MEP's  shall be subject to the  approval  of
Landlord,  which approval  shall not be  unreasonably  withheld,  conditioned or
delayed  (Landlord  shall review and review or reject with reasons all submitted
plans within five (5) business days of submission).

Section 4.03.  Construction of Improvements.  Tenant will select a contractor to
construct the Tenant's  Improvements (the  "Contractor"),  subject to Landlord's
approval, not to be unreasonably withheld,  conditioned or delayed. Tenant shall
contract with the Contractor to complete the Tenant's  Improvements,  and Tenant
shall be wholly  responsible  for the  payment  of all  amounts  payable  to the
Contractor,  subject to the  payment of the  Allowance  by Landlord as set forth
above.  Tenant  shall be  responsible  for  ensuring  that all  construction  is
undertaken in a good and workmanlike  manner,  and in accordance with applicable
legal  requirements  and in  substantial  accordance  with  approved  plans  and
specifications. Tenant shall also ensure that its Contractor obtains appropriate
insurance coverages prior to the commencement of the Tenant's Improvements.  All
payments  shall be subject to Contractor  delivering  lien releases and invoices
for all completed work and materials in place, and Landlord's  inspection of the
work to ensure  that the  conditions  for  payment  have been  fulfilled,  which
inspection Landlord shall complete within three (3) business days of request for
payment.  Landlord  may make  payments  directly  to  Contractor,  or jointly to
Contractor and Tenant.

Section  4.04.  Schedule.  To  ensure  the  timely  completion  of the  Tenant's
Improvements,  the parties  shall use their best efforts to comply with the time
schedule set forth on Exhibit E for the design and construction process.

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             ARTICLE V - COMMENCEMENT DATE; DELIVERY OF POSSESSION

Section 5.01.  Commencement Date. The Commencement Date shall the earlier of one
hundred  twenty  (120)  days  after  the  Effective  Date,  or  the  substantial
completion  of the Premises  sufficient  to permit Tenant to occupy the Premises
for its intended use.

Section  5.02.   Commencement  Notice.  When  the  Commencement  Date  has  been
determined by Landlord,  Landlord and Tenant shall execute a Commencement Notice
in the form of Exhibit C;  provided,  however,  that the  failure of Landlord to
prepare and present the Commencement Notice to Tenant, or either party's failure
to  execute  the same,  shall not affect the  Commencement  Date or the  party's
rights and obligations under the terms of this Lease.

Section  5.03.  Entry  by  Tenant.  Except  for  entry  in  connection  with the
completion  of the  Tenant's  Improvements,  Tenant  may not enter or occupy the
Premises  prior to the  Commencement  Date without  Landlord's  express  written
consent. Tenant shall be permitted access to the Premises twenty (20) days prior
to the  Commencement  Date  for  the  purpose  of  installing  wiring,  cabling,
telecommunications  equipment,  furniture and other similar items  necessary for
Tenant to conduct its business.

Section  5.04.  Occupancy.  Occupancy of the Premises or any portion  thereof by
Tenant for the conduct of Tenant's business therein shall be conclusive evidence
that  Tenant has  accepted  the  Premises  and the  remainder  of the Project as
suitable in their then current  condition  (subject to  completion  of any punch
list items and latent defects  discovered  within one year from the Commencement
Date).  Entry by the Tenant's  contractors and agents for the  construction  and
installation purposes provided herein shall not be deemed occupancy by Tenant.

                               ARTICLE VI - RENT

Section 6.01. Base Rent.  Tenant hereby  covenants and agrees to pay to Landlord
annually  during  the Term,  Base Rent,  in equal  monthly  installments  ("Rent
Installments"),  in advance,  on the first day of each calendar month during the
Term.  The Base Rent for the first  Lease Year  shall be Twenty  Four and 25/100
Dollars ($24.25) multiplied by the Net Rentable Area of the Premises, subject to
adjustment as set forth in Section 6.02 below. The first month's Base Rent shall
be due thirty (30) days prior to the  anticipated  Commencement  Date, but in no
event  later  than  ninety  (90)  days  from  the  Effective  Date.  If a  final
measurement  of the Premises has not yet been  completed by such date,  then for
purposes of making such payment,  the first Rent Installment  shall be deemed to
be $25,511.00 based upon Twelve Thousand Six Hundred Twenty Four (12,624) square
feet of Net Rentable Area. (If the Net Rentable Area is determined to be less or
more than 12,624 square feet, an appropriate  additional  payment shall be made,
or credit given,  on the due date for the first Rent  Installment  due after the
Commencement  Date).  If the  Commencement  Date is not on the  first day of the
month,  then Tenant shall pay to Landlord for such month a pro-rata share of the
Rent Installation for the period between the Commencement Date and the first day
of the first Lease Year.

Section  6.02.  Base Rent  Escalation.  On the first (1st) day of each new Lease
Year during the Term of this Lease beginning with and including the second Lease
year (each of such dates being hereinafter  referred to as an "Adjustment Date")
the  annual  Base Rent shall be  increased  and shall be equal to 1.03 times the
Base Rent in effect during the immediately  preceding  Lease Year  (disregarding
any rental  abatement or other  reduction in Base Rent during any such preceding
Lease Year, if any). The new monthly Rent Installment of Base Rent, as adjusted,
shall be due and  payable as of such  Adjustment  Date on the first (1st) day of
each month  thereafter  until the next Adjustment Date or the end of the Term of
this Lease, whichever is applicable.

Section 6.03. Definitions and Payments. All sums of money or charges required to
be paid by  Tenant  under  this  Lease  other  than  Base  Rent  shall be deemed
Additional Rent hereunder and all remedies applicable to the non-payment of Base
Rent shall be applicable thereto. All

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Rent shall be paid  without  prior  notice or demand  therefor,  and without any
counterclaim,  set-off, deduction,  recoupment, credit or defense whatsoever, it
being  understood  and agreed that  Tenant's  covenant to pay the Rent is hereby
deemed  to be,  and  shall  be,  independent  of  the  obligations  of  Landlord
hereunder.  Any  Additional  Rent that relates to any default by Tenant shall be
deemed  payable on the first day of the month next following such default except
as otherwise provided in this Lease. No payment by Tenant or receipt by Landlord
of a lesser  amount than the amount then due shall be deemed to be other than on
account of the earliest  amount of such  obligation  then due. No endorsement or
statement on any check or letter or other communication accompanying a check for
payment  of any Rent  shall be deemed an accord  and  satisfaction.  No  receipt
and/or  acceptance  by  Landlord  of any sums  shall be  deemed a waiver  of any
default by Tenant.  All Rent shall be payable at the Landlord's office specified
in Section 21.01 below.

Section  6.04.  Late  Payment  Charges.  Tenant  shall pay a late charge of five
percent (5%) of the amount of any  installment of Rent not paid within seven (7)
days of the due date,  provided on the first late payment during each Lease Year
this fee will be waived if the Rent  Installment is paid within five (5) days of
written  notice that the Rent  Installment  is past due A $75.00  charge will be
payable by Tenant for each  dishonored  check  received by Landlord from Tenant.
Notwithstanding  the foregoing,  the Landlord shall waive the late charge on the
first occurrence of a late payment during each Lease Year, provided Tenant makes
the required  payment within three (3) days of written notice of non-payment for
such first occurrence.

                             ARTICLE VII - DEPOSIT

Section  7.01.  Security  Deposit.  Upon  execution of this Lease,  Tenant shall
deposit with Landlord the sum of Twenty Five  Thousand  Five Hundred  Eleven and
00/100 Dollars  ($25,511.00) (the "Deposit") to be held as security for Tenant's
performance  of the  covenants  contained  herein.  Tenant's  obligation  to pay
Landlord the Deposit shall be in addition to Tenant's obligation to pay Landlord
the first month's Base Rent, as set forth in subsection 6.01 above. Landlord may
commingle  the Deposit with other funds,  and will return the Deposit to Tenant,
without interest,  within ten (10) days following the Expiration Date;  provided
that in the event the  Tenant  fails to  perform  any or all of its  obligations
under this Lease,  Landlord may apply all or any portion of the Deposit  against
the damages sustained by Landlord as a result thereof,  whereupon,  Tenant shall
pay Landlord the amount so applied so that the Deposit  shall be restored to its
full amount as specified above.

                      ARTICLE VIII - SERVICES OF LANDLORD

Section 8.01. Services.

         A.  Provided  Tenant is not in default  under the terms of this  Lease,
during the Term Landlord  shall furnish  Tenant with the following  services and
facilities:  (i) heat and/or air conditioning Monday through Friday, 8:00 a.m. -
6:00 p.m.,  and  Saturday,  9:00 a.m. - 1:00 p.m.,  exclusive of holidays;  (ii)
electric  current,  water,  public lavatory  facilities and supplies;  and (iii)
janitorial  services,  including trash removal,  after working hours,  excepting
weekends and  holidays,  and (iv)  elevator  service,  seven (7) days a week, 24
hours per day.

         B. If Tenant  requires  air-conditioning,  heating  or other  services,
including cleaning services, routinely supplied by Landlord for hours or days in
addition  to the  hours and days  specified  in  Section  8.01 A,  Landlord,  at
Tenant's sole expense,  shall make reasonable efforts to provide such additional
service after reasonable prior written request therefor from Tenant,  and Tenant
shall reimburse Landlord for all actual direct  expenses  incurred in connection
with such additional services.

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         C. If  Tenant's  requirements  for or  consumption  of  electricity  is
excessive,  Landlord shall,  at Tenant's  expense,  make  reasonable  efforts to
supply such service  through the then  existing  feeders and risers  serving the
Building and the Premises and shall bill Tenant periodically for such additional
service.

Section  8.02.  Utility  Suppliers.  Landlord's  obligation  to furnish  utility
services  shall be subject to the rules and  regulations of the supplier of such
utility  services  and the  rules  and  regulations  of any  municipal  or other
governmental authority regulating the business of providing utility services.

Section 8.03. Abatement.  Notwithstanding the other provisions of this Lease, in
the event that electrical,  utility or other services to be provided by Landlord
pursuant to this Lease are not  provided to the  Premises  and shall  render any
portion of all the Premises  inaccessible  or unusable for the normal conduct of
Tenant's business for five (5) consecutive  business days or more, than all Base
Rent and Additional  Rent payable  hereunder with respect to such portion of the
Premises  which Tenant is not able to occupy shall be abated and such  abatement
shall  continue  until full use of such  portion of the  Premises is restored to
Tenant.  The  foregoing  provision  shall not apply to a  cessation  of services
associated  with a casualty  covered by the  provisions  of Article  XIV of this
Lease.

                         ARTICLE IX - OPERATING CHARGES

Section 9.01.  Operating  Charge  Payment.  Tenant shall pay as Additional  Rent
Tenant's  Pro-Rata  Share of the amount by which  Operating  Charges (as defined
below)  during  each  calendar  year (or part  thereof)  within  the Lease  Term
(including any  extensions)  exceed a base amount (the  "Operating  Charges Base
Amount") equal to the Operating  Charges  incurred during the Operating  Charges
Base Year. The Operating Charges Base Year shall be calendar year 1999.

Section 9.02.  Definition of Operating Charges.  "Operating  Charges" shall mean
the sum of the expenses  incurred by Landlord in the  ownership and operation of
the Project,  including:  (1) electricity,  gas, water,  sewer and other utility
charges of every type and nature;  (2) premiums and other  charges for insurance
relating to the Project; (3) management fees and personnel costs of the Project;
(4) costs of service  and  maintenance  contracts;  (5)  maintenance  and repair
expenses  and supplies  which are deducted by Landlord in computing  its federal
income tax liability; (6) depreciation for capital expenditures made by Landlord
to reduce operating  expenses if Landlord  reasonably  estimates that the annual
reduction in operating expenses shall exceed such depreciation or to comply with
legal  requirements  imposed after the Lease  Commencement Date; (7) charges for
janitorial,  char and other  cleaning  services  and  supplies  furnished to the
Project, and the tenants at the Project; (8) All Taxes (as hereinafter defined);
(9) any business,  professional and occupational license tax payable by Landlord
with respect to the Project; (10) reasonable reserves for replacements,  repairs
and  contingencies,   and  (11)  any  other  expense  incurred  by  Landlord  in
maintaining,  repairing or operating  the Project.  Notwithstanding  anything in
this Lease to the contrary,  Operating Charges shall not include: (A) any tenant
work  performed  or  alteration  of space  leased to Tenant or other  tenants or
occupants of the Building;  (B) costs incurred by Landlord for alterations which
are considered  capital  improvements and replacements  under generally accepted
accounting principles,  except to the extent such cost are included in Operating
Charges  pursuant  to  clause  (6)  above;  (C)  interest  and  amortization  of
indebtedness  or ground  rent with  respect  to the  Project;  (D)  leasing  and
brokerage  commissions;  (E) any cost or  expense  for which  Landlord  receives
reimbursement  directly  from Tenant or a third party  (including  any insurance
company), to the extent of the reimbursement  received by Landlord; (F) the cost
of any repair made by the Landlord  because of the total or partial  destruction
of the Building or the  condemnation of a portion of the Building;  (G) the cost
of marketing and leasing the Building (H) reserves for repairs,  maintenance and
replacements; (I) amounts paid to any partners, shareholder, officer or director
of  Landlord,  for  salary or other  compensation;  (J)  expenses  for  repairs,
replacements  or  improvements  arising  from the  initial  construction  of the
building to the extent such  expenses are either (i)  reimbursed  to Landlord by
virtue of

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warranties   from   contractors  or  suppliers  or  (ii)  result  by  reason  of
deficiencies in design or workmanship;  (K) any amounts paid to any person, firm
or  corporation  related or otherwise  affiliated  with  Landlord or any general
partner,  officer or director of Landlord or any of its general partners, to the
extent same exceeds arms-length competitive prices paid in Washington,  D.C. for
the services or goods provided;  (L) costs of repairs incurred by reason of fire
or other casualty or condemnation to the extent Landlord  receives  compensation
therefore  through  proceeds of insurance or condemnation  awards;  (M) costs of
renovating or otherwise  improving space for new tenants or in renovating  space
vacated by any tenant or any other similar work which Landlord  performs for any
tenant;  (N) costs relating to  maintaining  Landlord's  existence,  either as a
corporation,  partnership, or other entity, such as trustee's fees, annual fees,
partnership  organization or administration expenses, deed recordation expenses,
legal and accounting fees (other than with respect to building operations),  (O)
interest or penalties arising by reason of Landlord's  failure to timely pay any
Operating  Expenses;  (P) costs incurred for  maintenance of any retail areas of
the building, or compensation paid to clerks, attendants, sales persons or other
persons on or in  commercial  concessions  operated in the  building;  (Q) costs
incurred to remove any hazardous or toxic wastes,  materials or substances  from
either the building or land; (R)  depreciation of the building or any equipment,
machinery,  fixtures or improvements therein; (S) the costs of any "tap fees" or
one  time  lump  sum  sewer  or water  connection  fees  for the  building;  (T)
Landlord's general corporate  overhead and general and administrative  expenses;
(U) costs  directly  resulting  from the  negligence  or willful  misconduct  of
Landlord or its agents,  contractors or employees; (V) salaries, wages, or other
compensation  paid to employees of any property  management  organization  being
paid a fee by Landlord for its services (or to any employees of Landlord who are
not assigned to the operation, management, maintenance or repair of the building
on a full time  basis,  including  accounting  or clerical  personnel  and other
overhead  expenses of Landlord);  (W)  accounting or legal fees other than those
incurred in connection with reducing or attempting to reduce Operating  Expenses
or Taxes,  or in the normal  operation of the  Building;  (X) costs  incurred to
remedy,  repair or otherwise  correct any defects or violations of the building,
or by reason of any changes in  governmental  laws,  rules or regulations  which
were in effect  prior to the  commencement  of the  Lease  Term;  (Y)  principal
interest  of  mortgage  payments;  (Z)  expenses  and  costs  not  normally,  in
accordance with generally accepted accounting principles,  included by landlords
of first-class  institutional  office buildings,  or that are not competitive or
not  prudent in view of the goods and  services  obtained  for such  expenses or
costs; (AA) The rent for Landlord's on-site management or leasing office, or any
other  offices or spaces of  Landlord  or any  related  entity;  (BB)  Increased
insurance premiums caused by Landlord's or any other tenants hazardous acts.

Section 9.03.  Adjustments for Occupancy.  If the average occupancy rate for the
Building  during any calendar  year  (including  1999) is less than  ninety-five
percent (95%), or if any tenant is separately  paying for services  furnished to
its premises,  then Operating  Charges for such calendar year shall be deemed to
include all  additional  expenses,  as reasonably  estimated by Landlord,  which
would have been incurred  during such Lease Year if such average  occupancy rate
had been  ninety  five  percent  (95%)  and if  Landlord  paid for the  services
separately paid by such tenant.

Section 9.04. Payment.  Tenant shall make estimated monthly payments to Landlord
on account of the amount by which  Operating  Charges  that are  expected  to be
incurred  during each  calendar  year would  exceed the  Operating  Charges Base
Amount.  At the  beginning  of the Lease Term and at the  beginning  of each new
calendar  year  thereafter,  Landlord  may  submit  a  statement  setting  forth
Landlord's  reasonable  estimates  of such  excess and  Tenant's  Pro Rata Share
thereof.  Tenant shall pay to Landlord on the first day of each month  following
receipt of such  statement,  until  Tenant's  receipt of the  succeeding  annual
statement,  an amount equal to one-twelfth (1/12) of such share (estimated on an
annual basis).  From time to time during any calendar year,  Landlord may revise
Landlord's  estimate and adjust Tenant's monthly payments to reflect  Landlord's
revised estimate.  Within  approximately one hundred twenty (120) days after the
end of each  calendar  year,  Landlord  shall  submit a  statement  showing  (1)
Tenant's  proportionate  share of the amount by which Operating Charges incurred
during the preceding  calendar year exceeded the Operating  Charges Base Amount,
and (2) the aggregate amount of Tenant's estimated payments during such year. If
such statement  indicates that the aggregate  amount of such estimated  payments
exceeds Tenant's actual liability,  then Landlord shall pay the excess to Tenant
prior to Tenant's next due date for installments of Base Rent. If such statement
indicates that Tenant's actual  liability  exceeds the aggregate  amount of such
estimated  payments,  then  Tenant  shall  pay  the  amount  of such  excess  as
additional rent."

Section 9.05 Taxes.  For purposes  hereof,  the term "Taxes"  shall mean (i) all
taxes,  assessments,  and other governmental charges,  applicable to or assessed
against the Project or any portion thereof, or

                                       7

<PAGE>

applicable  to  or  assessed  against  Landlord's   personal  property  used  in
connection therewith,  whether Federal, state, country, or municipal and whether
assessed by taxing districts or authorities  presently taxing the Project or the
operation  thereof  or by other  taxing  authorities  subsequently  created,  or
otherwise,  and (ii) any reasonable  expenses incurred by Landlord in contesting
any taxes or the assessed valuation of all or any part of the Project. If at any
time during the Term Landlord shall be required to pay any charge which is based
upon rents from the Project,  or the  transactions  represented by leases or the
occupancy  or use of the  Project,  such  charges  shall be  deemed to be Taxes,
provided, however, that Taxes shall not include any (i) franchise,  corporation,
income or net profits tax,  unless  substituted for real estate taxes or imposed
as additional charges in connection with the ownership of the Project, which may
be assessed against Landlord or the Project or both, (ii) gift, excise,  capital
stock,  estate,  succession,  inheritance  or transfer  taxes  assessed  against
Landlord  or the Project or both,  (iii)  personal  property  taxes of Tenant or
other tenants in the Project, and (iv) penalties or interest for late payment of
Taxes.

Section  9.06.  Special  Allocations.  Notwithstanding  anything  herein  to the
contrary,  any costs and expenses in the nature of Operating Charges incurred by
Landlord  which  relate  solely to the  Premises,  or to the  Premises and other
portions  of, but not  substantially  all of the  Building,  shall be  specially
allocated  and billed to the Tenant,  and or to the Tenant and other  tenants of
the  Building  for whom  such  services  benefit  or such  costs  are  incurred,
proportionately  based on Net Rentable  Area, and shall be paid by Tenant in the
same manner as "Operating Charges". Any amounts specially billed hereunder shall
not be included when computing "Operating Charges" under Section 9.02.

                            ARTICLE X - ALTERATIONS

Section  10.01.  Alterations.  Tenant  shall  have the  right  to make  strictly
decorative   alterations  or  to  rearrange  trade  fixtures  without  obtaining
Landlord's  prior  consent.  Tenant  shall  not  make or  cause  to be made  any
structural, exterior, mechanical,  electrical or plumbing alterations,  repairs,
additions or improvements in or to the Premises without Landlord's prior written
consent,  which consent may be withheld in Landlord's  sole  discretion.  Tenant
shall  have the right to make all other  types of  alterations  upon  receipt of
Landlord's  prior  written  consent,  which  consent  shall not be  unreasonably
withheld, conditioned or delayed. All of the foregoing alterations which require
Landlord's  prior written  consent are hereinafter  collectively  referred to as
"Improvements."

Section 10.02.  Mechanic's Liens. In the event that any mechanic's lien is filed
against  the  Premises  or the  Project  as a result  of any  services  or labor
provided,  or materials furnished,  by or on Tenant's behalf, or claimed to have
been  provided by or on Tenant's  behalf,  Tenant shall (i)  immediately  notify
Landlord of such lien,  and (ii)  within  twenty  (20)  calendar  days after the
filing of any such lien,  discharge and cancel such lien of record by payment or
bonding in  accordance  with the laws of the state of Maryland,  all at Tenant's
sole  cost and  expense;  provided  that such time  period  shall be  reasonably
extended if Tenant is in good faith a bond or other method of payment.

Section 10.03. Removal. All leasehold improvements  (including the Improvements,
if any),  alterations and other physical additions made to the Premises shall be
Landlord's  property and shall not be removed from the  Premises  unless  Tenant
receives prior written notice from Landlord. Notwithstanding the foregoing, upon
the expiration or earlier  termination of this Lease,  Tenant shall, at Tenant's
expense,  remove any of the foregoing  items from the Premises if Landlord gives
Tenant  written  notice to do so.  Tenant  shall  promptly  repair or  reimburse
Landlord  for the cost of  repairing  all damage  done to the  Premises  by such
removal.

                              ARTICLE XI - REPAIRS

Section 11.01.  Maintenance  and Repair.  Tenant,  at its sole cost and expense,
shall  promptly  make  all  repairs,  perform  all  maintenance,  and  make  all
replacements  in and to the Premises that are necessary or desirable to keep the
Premises  in  first  class  condition  and  repair,  in a  safe  and  tenantable
condition,  and otherwise in accordance with all applicable laws and regulations
and the requirements of this Lease.  Tenant shall give Landlord prompt notice of
any defects or damage to the  structure  of, or  equipment  or fixtures  in, the
Building and the Premises.  Tenant shall maintain all fixtures,  furnishings and
equipment  located in, or exclusively  serving,  the Premises in clean, safe and
sanitary  condition,  shall take good care thereof and make all required repairs
and replacements thereto.  Tenant shall suffer no waste or injury to any part of
the Premises,  and shall, at the expiration or earlier  termination of the Lease
Term,  surrender the Premises in an order and condition  equal to or better than
their order and condition on the Lease Commencement Date, ordinary wear and tear
excepted.

                                       8

<PAGE>

Except as otherwise provided in Article XIV, all injury,  breakage and damage to
the Premises and to any other part of the Building or the Land caused by any act
or omission of any invitee, agent, employee,  subtenant,  assignee,  contractor,
client,  family  member,  licensee,  customer or guest of Tenant  (collectively,
"Invitees") or Tenant, shall be repaired by and at Tenant's expense, except that
Landlord  shall have the right at Landlord's  option to make any such repair and
to charge Tenant for all costs and expenses incurred in connection therewith.

         Notwithstanding   anything   herein  to  the  contrary,   the  cost  of
maintaining and repairing the heating, air conditioning and other mechanical and
lighting  systems  serving the Premises,  and the  structural  components of the
Building,  and the common areas of the Project,  shall be the  responsibility of
Landlord,  unless the  necessity for repair was caused by the actions of Tenant,
or its Invitees.

                  ARTICLE XII - CONDUCT OF BUSINESS BY TENANT

Section 12.01. Use of Premises.  Tenant shall use and occupy the Premises during
the  Term  solely  for  the  Permitted  Use  and for no  other  purpose.  Tenant
specifically  agrees  that the  Premises  shall not be used for the  storage  of
personal property unless expressly  permitted by the terms of this Lease, or for
any  residential  purposes.  If any  governmental  licenses or permits  shall be
required for the proper and lawful conduct of Tenant's business in the Building,
then Tenant shall procure and maintain same at Tenant's expense.

Section 12.02 Operation of Business.  Tenant shall pay before  delinquency,  any
and all taxes,  assessments and public charges levied,  assessed or imposed upon
Tenant's  business,  Tenant's  leasehold  interest  or upon  Tenant's  fixtures,
furnishings  or  equipment  in the  Premises,  and pay when due all such license
fees,  permit fees and charges of a similar  nature for the conduct by Tenant or
any subtenant. Tenant shall observe the Rules and Regulations attached hereto as
Exhibit D and all other reasonable rules and regulations established by Landlord
from time to time, provided Tenant shall be given reasonable notice thereof.

Section 12.03. Care of Premises.  Tenant shall keep the Premises  (including the
Tenant's  Improvements,  if any) in good  order  and in a safe,  neat and  clean
condition.  Tenant shall not move any safe, heavy machinery, heavy equipment, or
fixtures into or out of Premises without Landlord's prior written consent, which
shall not be unreasonably withheld,  delayed or conditioned.  Tenant agrees that
it will not place a load on the floor  exceeding  the floor load per square foot
which such floor was designed to carry.

Section 12.04.  Signage.  Landlord at its expense shall (i) add Tenant's name to
the Building's  lobby  directory and (ii) place Tenant's name on the suite entry
to the  Premises.  Tenant shall not install or maintain any sign on the Project;
provided,  however,  Tenant may display signs inside the Premises  which are not
visible outside the Premises.

Section 12.05. Legal Requirements. Tenant shall, at its own expense, comply with
all  laws,  orders,  ordinances  and  regulations  of  Federal,  state and local
authorities and with directions of public rules,  recommendations,  requirements
and regulations respecting all matters of occupancy, condition or maintenance of
the Premises,  whether such orders or directions  shall be directed to Tenant or
Landlord.  Wherever the term "legal  requirements"  appears in this Lease,  such
term shall be deemed to be, and include, the requirements hereinabove set forth.

                     ARTICLE XIII - INSURANCE AND INDEMNITY

Section 13.01. Insurance to be Procured by Landlord. Landlord agrees, during the
Term hereof,  to obtain and  maintain in effect at all times,  fire and extended
coverage insurance (or broader insurance  coverage) insuring the Building.  Such
insurance shall be issued by an insurance company licensed to do business in the
state of Maryland.

Section 13.02. Insurance to be Procured by Tenant. Tenant, at Tenant's sole cost
and expense, shall obtain and maintain in effect at all times during the Term of
this Lease, policies providing for the following coverage:

         A. Property Insurance. Fire and extended coverage insurance relating to
all improvements, fixtures and personalty of Tenant upon the Demised Premises in
an amount equal to


                                       9
<PAGE>

ninety percent (90%) of the replacement value of such improvements, in such form
and  amount and  covering  such  insurable  hazards as  Landlord  or  Landlord's
mortgagee may from time to time require.

         B.  Liability  Insurance.  A policy  of  commercial  general  liability
insurance,  naming  Landlord  and any  mortgagee  of the  Project as  additional
insureds,  protecting  against any liability  occasioned by any occurrence on or
about  any part of the  Project  or the  Premises,  and  containing  contractual
liability  coverage,  with  such  policies  to be in the  minimum  amount of Two
Million and No/100 Dollars ($2,000,000.00), combined single limit, written on an
occurrence  basis.  In the event that it  becomes  customary  for a  significant
number of tenants of commercial  office  buildings in the area to be required to
provide  liability  insurance  policies to their  landlords with coverage limits
higher than the  foregoing  limits,  then Tenant  shall be required on demand of
Landlord to obtain insurance  policies the limits of which are not less than the
then customary limits.

         C.  Tenant's  Worker's  Compensation  Insurance.  A policy of  worker's
compensation or similar insurance  affording  statutory  coverage and containing
statutory  limits as required under the local worker's  compensation  or similar
statutes.

         D. Builder's Risk Insurance. If Tenant undertakes alterations, a policy
of builder's risk insurance on an "All Risk" or "Special Loss" basis  (including
collapse) on a completed value  (non-reporting)  form for full replacement value
covering all work  incorporated  in the Premises and all materials and equipment
in or about the Premises  performed by Tenant for which builder's risk insurance
would customarily be obtained.

         E.  Contractor's   Liability   Insurance.   If  Tenant  undertakes  any
Improvements,  Tenant  shall  require  any  contractor  performing  work  on the
Premises to carry and maintain,  at no expense to Landlord, a non-deductible (i)
comprehensive   general  liability   insurance   policy,   which  shall  include
contractor's  liability  coverage,  contractual  liability  coverage,  completed
operations  coverage,  a broad form property damage endorsement and contractor's
protective  liability  coverage  to  afford  protection  with  limits,  for each
occurrence,  of not less than One Million Dollars  ($1,000,000)  combined single
limit, written on an occurrence basis; and (ii) worker's compensation or similar
insurance policy in form and amounts required by law.

Section 13.03.  General  Provisions.  All insurance  policies procured by Tenant
shall (i) be issued  by good and  solvent  insurance  companies  licensed  to do
business in the state of Maryland and having a Best's Rating of A.XII or better;
(ii) be written as  primary  policy  coverage  and not  contributing  with or in
excess of any coverage which Landlord may carry;  (iii) insure and name Landlord
and any  mortgagee  of the Project as  additional  insureds as their  respective
interests may appear;  all such policies shall contain a provision that although
Landlord and such  mortgagees are named  insureds,  Landlord and such mortgagees
shall  nevertheless  be entitled to recover  under said  policies  for any loss,
injury or damage to Landlord,  such  mortgagees  or their  servants,  agents and
employees by reason of the act or negligence  of Tenant;  and (iv) shall contain
an express waiver of any right of subrogation by the insurance  company  against
Landlord  or  Landlord's  agents and  employees.  Neither  the  issuance  of any
insurance  policy required  hereunder,  nor the minimum limits  specified herein
with  respect  to  Tenant's  insurance  coverage,  shall be  deemed  to limit or
restrict in any way Tenant's  liability arising under or out of this Lease. With
respect to each and every one of the insurance  policies  herein  required to be
procured  by  Tenant,  on or before  the  Commencement  Date and before any such
insurance  policy shall  expire,  Tenant  shall  deliver to Landlord a duplicate
original,  a certified copy or a certificate of insurance of each such policy or
renewal  thereof,  as the case may be,  together with evidence of payment of all
applicable  premiums.  Each and every  insurance  policy  required to be carried
hereunder  by  or on  behalf  of  Tenant  shall  provide  (and  any  certificate
evidencing  the existence of each such  insurance  policy shall  certify)  that,
unless  Landlord  shall  first have been given  thirty  (30) days prior  written
notice  thereof:  (i) such  insurance  policy  shall not be  canceled  and shall
continue in full force and effect, (ii) the insurance carrier shall not, for any
reason  whatsoever,  fail to renew such insurance policy,  and (iii) no material
changes may be made in such insurance  policy.  The term  "insurance  policy" as
used  herein  shall be deemed to include  any  extensions  or  renewals  of such
insurance  policy.  In the event that Tenant shall fail  promptly to furnish any
insurance coverage hereunder required to be procured by Tenant, Landlord, at its
sole  option,  shall  have the  right  to  obtain  the same and pay the  premium
therefor  for a period  not  exceeding  one (1) year in each  instance,  and the
premium so paid by Landlord shall be  immediately  payable by Tenant to Landlord
as Additional Rent.

Section 13.04. Insurance Requirements.  Tenant shall not do or permit to be done
any act or thing upon the Premises  that will  invalidate or be in conflict with
fire insurance  policies covering the Project or any part thereof,  or any other
insurance policies or coverage referred to above in this section; and

                                       10
<PAGE>

Tenant  shall  promptly  comply  with  all  rules,   orders,   regulations,   or
requirements,  of the Insurance  Services  Office having  jurisdiction  over the
Building, or any similar body, in the case of such fire insurance policies,  and
shall not do, or permit  anything to be done, in or upon the Premises,  or bring
or keep anything therein, which shall increase the rate of fire insurance on the
Project or on any property located therein, or increase the rate or rates of any
other insurance referred to hereinabove applicable to the Project or any portion
thereof.  Tenant shall reimburse  Landlord on demand as Additional Rent for that
part of all premiums  for any  insurance  coverage  that shall have been charged
because of the  violation by Tenant of the foregoing  provisions,  to the extent
not cured by Tenant, during applicable cure periods.

Section 13.05. Indemnification. Tenant hereby waives all claims against Landlord
for damage to any  property or injury to, or death of, any person in,  upon,  or
about the  Project,  including  the  Premises,  arising at any time and from any
cause other than solely by reason of the gross negligence or willful  misconduct
of Landlord, its agents, employees, representatives, or contractors. Such waiver
includes,  but is not limited to, any claim arising in connection with a failure
to furnish,  or any cessation of the services  Landlord has agreed to provide in
this Lease.  Tenant  shall,  and hereby  agrees to,  indemnify and hold Landlord
harmless  from any damage to any  property or injury to, or death of, any person
arising  from  the  condition  of the  Project  or the use or  occupancy  of the
Building and the  Premises by Tenant,  its agents,  employees,  representatives,
contractors, successors or assigns, licensees or invitees, unless such damage is
caused  solely by the gross  negligence or willful  misconduct of Landlord,  its
agents,  employees,  representatives  or  contractors.  The  provisions  of this
Article  XIII shall  survive the  termination  of this Lease with respect to any
occurrence prior to such termination and any resulting damage,  injury or death.
Notwithstanding  anything in this Article XIII to the contrary,  Landlord  shall
not be liable to Tenant for any claims  resulting  from the gross  negligence or
willful  misconduct  of  Landlord,  its agents,  employees,  representatives  or
contractors  to the extent  such  claims are  covered by the types of  insurance
Tenant is to maintain  pursuant to this Lease; and Tenant shall not be liable to
Landlord for any damage to the common areas of the Building  resulting  from the
negligence  or  willful   misconduct  of  Tenant,  or  its  agents,   employees,
representatives  or  contractors  to the extent  such  claims are covered by the
types of insurance  Landlord is to maintain  pursuant to this Lease. In addition
to any other limitations  contained herein,  any liability of Landlord to Tenant
under this Lease shall be limited to direct damages and shall expressly  exclude
indirect, consequential, incidental or punitive damages, including any liability
to Tenant for lost profits or interruption of business.

                     ARTICLE XIV - DESTRUCTION OF PREMISES

Section  14.01.  Destruction  of Premises.  Tenant  shall give prompt  notice to
Landlord  in  case of any  casualty  to the  Premises  or the  Building.  If the
Premises  or the  Building  shall be  damaged  by fire or other  casualty,  then
Landlord may terminate  this Lease by notice given within ninety (90) days after
such event.  In the event this Lease is  terminated  as provided in this Section
14.01;  (i) the entire  proceeds of the insurance  provided for in Section 13.01
hereof shall be paid by the insurance company or companies  directly to Landlord
and shall belong to, and be the sole property of, Landlord,  (ii) the portion of
the proceeds of the  insurance  provided for in Section  13.02 which is insuring
leasehold improvements,  equipment, fixtures and other items, which by the terms
of the Lease,  rightfully  belong to the Landlord  upon the  termination  of the
Lease by whatever  cause  shall be paid by the  insurance  company or  companies
directly  to  Landlord,  and  shall  belong  to,  and be the sole  property  of,
Landlord,  (iii) Tenant shall immediately vacate the Premises in accordance with
this  Lease,  (iv) all Rent shall be  apportioned  and paid to the date on which
possession is  relinquished  or the date of such damage,  whichever last occurs,
and (v) Landlord and Tenant shall be relieved from any and all further liability
or obligation hereunder except as expressly provided in this Lease.

Section 14.02.  Obligation to Rebuild.  If all or any portion of the Premises is
damaged by fire or other casualty and this Lease is not terminated in accordance
with the  provisions of Section 14.01 above,  then all insurance  proceeds under
the policies  referred to in Sections  13.01 and 13.02 hereof that are recovered
on account of any such damage by fire or casualty  shall be made  available  for
the  payment of the cost of repair,  replacing  and  rebuilding,  and as soon as
practicable after such damage occurs Landlord shall, using the proceeds provided
for by Section 13.01 (and,  to the extent  applicable,  proceeds from  insurance
policies  provided for by Section 13.02) hereof,  repair or rebuild the PRemises
or such portion thereof to its condition immediately prior to such occurrence to
the extent the cost therefor is fully funded by insurance proceeds.  In no event
shall  Landlord  be  obligated  to  repair or  replace  Tenant's  movable  trade
fixtures,  equipment  or  personalty.  In  addition,  Tenant  shall,  using  the
remaining  procees from policies  provided for in Section 13.02 hereof,  repair,
restore and replace Tenant's  movable trade fixtures,  personalty and equipment.
If the  aforesaid  insurance  proceeds  under the insurance  proceeds  under the
insurance provided for in Section 13.02 hereof shall be less than the cost


                                       11
<PAGE>

of  repairing  or replacing  Tenant's  movable  trade  fixtures,  equipment  and
personalty,  or other items required to be insured by Tenant pursuant to Section
13.02  hereof,  Tenant  shall pay the entire  excess cost  thereof;  and if such
insurance  proceeds shall be greater than the cost of such repair,  restoration,
replacement  or  rebuilding,  the excess  proceeds  shall  belong to, and be the
property of, Tenant.  Notwithstanding anything herein to the contrary,  Landlord
shall have no obligation  to repair or rebuild the Premises  and/or the Building
in the event (a) the holder of any mortgage  fails or refuses to make  insurance
proceeds  available  for such  repair  and  restoration,  or such  proceeds  are
insufficient to cover the cost of repair; or (b) zoning or other applicable laws
do not  permit  such  repair and  restoration.  Notwithstanding  the  foregoing,
Landlord shall use its best efforts to notify Tenant of its intention to rebuild
within  ninety (90) days of the casualty  damage,  and if it  determines  not to
rebuild or cannot commence to rebuild within such ninety (90) day period, Tenant
shall  have the right to  terminate  this Lease by  written  notice to  Landlord
delivered within thirty (30) days of notice from Landlord of its intentions.

Section 14.03. Rent Abatement. In the event of any repair or rebuilding pursuant
to the  provisions  of  Section  14.02  hereof,  then  there  shall be abated an
equitable  portion of the Base Rent during the  existence of such damage,  based
upon the portion of the Premises which is rendered untenantable and the duration
thereof.  Except as may be specifically set forth in this Article XIV,  Landlord
shall not be liable or obligated to Tenant to any extent whatsoever by reason of
any fire or casualty damage to the Premises,  or any damages  suffered by Tenant
by reason thereof,  or the deprivation of Tenant's possession of all or any part
of the Premises.

                           ARTICLE XV - CONDEMNATION

Section  15.01.  Condemnation  of Premises or Project.  In the event that all or
substantially  all of the  Premises  or the  Project  is taken or  condemned  by
condemnation  or  conveyance  in  lieu  thereof  ("condemnation"),  or if only a
portion  of the  Premises  is  condemned  and  Tenant is unable to  conduct  its
business in the remainder of the Premises, as reasonably determined by Landlord,
the Term hereof shall cease and this Lease shall terminate on the earlier of the
date the condemning  authority  takes  possession or the date title vests in the
condemning authority.

Section  15.02.  Partial  Taking of  Project.  In the event any  portion  of the
Project shall be taken by condemnation  (whether or not such taking includes any
portion of the  Premises),  which  taking,  in Landlord's  reasonable  judgment,
results in a condition  where the Project cannot be restored in an  economically
feasible  manner for use  substantially  as originally  designed,  then Landlord
shall have the right, at Landlord's  reasonable option, to terminate this Lease,
effective  as  of  the  date  specified  by  Landlord  in a  written  notice  of
termination from Landlord to Tenant.

Section 15.03. Partial Taking of Premises.  In the event that a portion (defined
as greater than 30% of the  Premises),  but less than  substantially  all of the
Premises shall be taken by condemnation,  then this Lease shall be terminated as
of the date of  condemnation  as to the portion of the  Premises so taken,  and,
unless Landlord exercises its option to terminate this Lease pursuant to Section
15.02,  this Lease shall remain in full force and effect as to the  remainder of
the Premises.

Section 15.04.  Termination.  In the event of termination of this Lease pursuant
to the  provisions  of  Section  15.01,  15.02  or  15.03,  the  Rent  shall  be
apportioned as of the date of such termination;  provided,  however,  that those
provisions of this Lease which are  designated  to cover matters of  termination
and the period  thereafter,  or by their very nature cover such  matters,  shall
survive the termination hereof.

Section  15.05.  Condemnation  Award.  All  compensation  awarded or paid upon a
condemnation  of any portion of the Project  shall belong to and be the property
of Landlord without participation by Tenant.  Nothing herein shall be construed,
however,  to preclude  tenant from  prosecuting  any claim directly  against the
condemning  authority for loss of business,  loss of goodwill,  moving expenses,
damage to, and cost of removal of, trade fixtures,  furniture and other personal
property belonging to Tenant; provided, however, that Tenant shall make no claim
which shall  diminish or  adversely  affect any award  claimed or  recovered  by
Landlord.

                    ARTICLE XVI - ASSIGNMENT AND SUBLETTING

Section 16.01. No Assignment Without Consent. Neither Tenant, nor its successors
or permitted assigns,  shall: transfer,  assign, mortgage or encumber this Lease
or sublet or permit the  Premises or any part  thereof to be used by others,  or
permit  the  Premises  or any part  thereof  to be used for a use other than the
Permitted  Use without the prior written  consent of Landlord in each  instance,
which

                                       12
<PAGE>
consent  shall  not  be  unreasonably  withheld,  conditioned  or  delayed.  Any
attempted transfer,  assignment,  subletting,  mortgaging or encumbering of this
Lease in violation of the foregoing  shall be void and confer no rights upon any
third  person.  No  assignment  or  subletting,  whether or not  consented to by
Landlord, shall relieve Tenant of any obligations hereunder.

Section 16.02.  Condition of Consent. If Landlord consents to any such transfer,
assignment or subletting  hereunder,  the same shall not be effective unless and
until  (i)  Tenant  gives  written  notice  thereof  to  Landlord  and (ii) such
transferee,  assignee  or  sublessee  shall  deliver to  Landlord  (A) a written
agreement in form and substance  satisfactory to Landlord pursuant to which such
transferee, assignee or sublessee assumes all of the obligations and liabilities
of  Tenant  hereunder,  (B) a  certified  copy of the  assignment  agreement  or
sublease;  and (C) the assignor and any guarantor agree in writing  satisfactory
to Landlord in form and  substance to remain  liable  under this Lease,  and the
Guaranty,  if any, and (iii) fifty  percent (50%) of any Rent received by Tenant
in  excess  of the  Rent  payable  hereunder  shall  be  remitted  to  Landlord.
Landlord's consent or denial shall be given within fifteen (15) days of delivery
of all materials,  and if no determination is given, Landlord's consent shall be
deemed  to have  been  given.  If  without  such  prior  consent  this  Lease is
transferred or assigned, as aforesaid, or if the Premises or any part thereof be
sublet or occupied by anybody  other than Tenant,  Landlord,  whether  before or
after  default by Tenant,  may,  in  addition  to, and not in  diminution  of or
substitution  for, any other rights and remedies under this Lease or pursuant to
law which  Landlord may be entitled as a result  thereof,  collect rent from the
transferee,  assignee,  subtenant or occupant and apply the net amount collected
to the rent  herein  reserved,  but no such  transfer,  assignment,  subletting,
occupancy or collection  shall be deemed a waiver of Landlord's right to give or
withhold consent to any transfer, assignment,  mortgaging, or encumbering of the
Premises,  or a release  of Tenant  from the  further  performance  by Tenant of
covenants on the part of Tenant herein contained.

Section  16.03.  Tenant  Remains  Obligated.  Neither  the  consent by  Landlord
(including  the  provisions  of  Section  16.02)  to any  transfer,  assignment,
subletting,  mortgaging or  encumbering,  nor the references in any provision of
the Lease nor any rules and regulations to concessionaires and licensees,  shall
in anyway be construed to relieve  Tenant and any of its  successors  from their
obligations  under this Lease or from obtaining,  in each instance,  the express
consent in writing of Landlord to any further transfer, assignment,  subletting,
mortgaging or  encumbering  or to the granting of any  concession or license for
the use of any part of the Premises.

Section  16.04.  Assignment by Landlord.  The term  "Landlord",  as used in this
Lease, so far as covenants or obligations on the part of Landlord are concerned,
shall be limited to mean and  include  only the owner or owners,  at the time in
question,  of the fee title to, or a lessee's interest in a ground lease of, the
Project.  In the  event  of any  transfer,  assignment  or other  conveyance  or
transfers  of any such title or interest,  Landlord  herein named (an in case of
any   subsequent   transfers  or   conveyances,   the  then  grantor)  shall  be
automatically  freed and  relieved  from and  after  the date of such  transfer,
assignment or conveyance  of all  liability as respects the  performance  of any
covenants  or  obligations  on the  part of  Landlord  contained  in this  Lease
thereafter to be performed and,  without  further  agreement,  the transferee of
such title or interest shall be deemed to have assumed and agreed to observe and
perform any and all obligations of Landlord  hereunder,  during its ownership of
the  Project.  Landlord  may  transfer  its interest in the Lease or the Project
without the consent of Tenant and such transfer or subsequent transfer shall not
be deemed a violation on Landlord's part of any of the terms of this Lease.

                   ARTICLE XVII - FINANCING AND SUBORDINATION

Section  17.01.  Subordination.  This Lease and all  rights of Tenant  hereunder
shall be  subordinate  to all current  and future  underlying  leases,  deeds of
trust,  mortgages or other  security  instruments or  encumbrances  covering any
portion of the Project or any interest of Landlord  therein,  as the same may be
amended  from time to time,  and Tenant shall  execute any  document  reasonably
requested  by Landlord to confirm  such  subordination.  At any time,  before or
after any transfer of Landlord's  interest in the Project,  Tenant  shall,  upon
request of such transferee ("Successor  Landlord"),  automatically attorn to and
become  the  Tenant  (or  if the  Premises  have  been  validly  subleased,  the
subtenant)  of the  Successor  Landlord,  without  change  in the terms or other
provisions  of this  Lease (or,  in the case of a  permitted  sublease,  without
change  in  this  Lease  or in the  instrument  setting  for the  terms  of such
sublease);  provided, however, that the Successor Landlord shall not be bound by
any modification to this Lease without the consent of the Successor  Landlord or
by any  payment  made by Tenant of Rent for more than one (1) month in  advance.
This  agreement of Tenant to attorn to a Successor  Landlord  shall  survive any
foreclosure sale,  trustee's sale,  conveyance in lieu thereof or termination of
any underlying lease.  Tenant shall upon demand at any time, before or after any
such


                                       13
<PAGE>

foreclosure or termination,  execute,  acknowledge, and deliver to the Successor
Landlord any written  instruments  evidencing  such attornment as such Successor
Landlord may reasonably require.

         B. Upon Tenant's  written request in each instance,  Landlord shall use
good faith efforts to obtain a  non-disturbance  agreement  from any existing or
future  mortgagee  or  beneficiary  of any deed of  trust  with  respect  to the
Premises,  provided  that he same can be  obtained  at no cost or  liability  to
Landlord and Tenant provides any additional subordination or attornment that may
be  requested.  The  form  of  Subordination,   Non-Disturbance  and  Attornment
Agreement  currently  required by  Landlord's  mortgagee  is attached  hereto as
Exhibit F.

         C. Following a transfer,  the Successor Landlord shall remain liable to
Tenant  for the  return of the  Deposit  only to the extent  that,  a  Successor
Landlord acknowledges receipt of all or any part of the Deposit.

                      ARTICLE XVIII - DEFAULT AND REMEDIES

Section 18.01.  Defaults.  The following shall constitute "Default(s)" by Tenant
under the Lease:

         A. If Tenant  shall fail to pay any  installment  of Rent when the same
shall become due and payable,  and such failure shall  continue for fifteen (15)
days after written notice from Landlord;  provided,  however, Landlord shall not
be required to provide  such notice more than three (3) times in any twelve (12)
months period, nor more than seven (7) times during the Term;

         B. If any  execution,  levy,  attachment  or other process of law shall
occur upon Tenant's goods, fixtures or interests in the Premises;

         C. If Tenant  permits to be done anything which creates a lien upon the
leasehold or the Premises and fails to cause such lien to be discharged, or bond
such lien or post such security with Landlord as is required by the Lease;

         D. If Tenant  shall fail to  perform or observe  any other term of this
Lease (not  hereinbefore  specifically  referred to) on the part of Tenant to be
performed or observed, and such failure shall continue for more than thirty (30)
days after written notice from Landlord (except that such thirty (30) day period
shall be  extended  for such  additional  period  of time as may  reasonably  be
necessary  to cure such Default  (subject to a maximum  extension of thirty (30)
days), if such Default,  by its nature,  cannot be cured within such thirty (30)
day period,  provided  that Tenant  commences to cure such  Default  within such
thirty  (30) day  period  and is, at all times  thereafter,  in the  process  of
diligently curing the same and in any event cures such Default prior to the time
a failure to cure could  cause the  Landlord  to be subject to  prosecution  for
violation of any law, rule,  ordinance or regulation or causes, or could cause a
default under any deed of trust,  mortgage,  underlying  lease,  tenant lease or
other agreement applicable to the Project); or

Section 18.02.  Remedies.  Should a Default occur under this Lease, Landlord may
pursue the following:

         A.  Landlord  shall have the right,  by  written  notice to Tenant,  to
declare  this Lease  terminated  and the Term  ended,  in which event (i) Tenant
shall vacate and surrender the Premises;  (ii) Tenant shall  immediately  pay to
Landlord  the sum of (a) all Rent  accrued  through the date of  termination  or
recovery of  possession by Landlord,  whichever is later;  plus (b) the worth at
the time of such  termination  of the  excess,  if any,  of the  amount  of Rent
reserved  in this  Lease  for the  remainder  of the  stated  term over the then
reasonable  rental value of the  Premises for the  remainder of the stated term,
all of which amounts shall  immediately due and payable from Tenant to Landlord;
and (iii) this Lease shall automatically expire.

         B.  Landlord  shall  have the right to bring a  proceeding  to  recover
possession of the Premises from Tenant.

         C.  Landlord  shall  have the right,  without  notice,  to reenter  the
Premises  and  dispossess,  by summary  proceedings,  self help or other  lawful
means,  Tenant and any other occupant(s) of the Premises,  and Tenant shall have
no further claim or right hereunder. The words "re-enter" and "re-entry" as used
herein shall not be restricted to their technical legal meaning.


                                       14
<PAGE>


         D.  Landlord may exercise its rights under  Section  18.02 B or C above
with or without  terminating the Lease,  and in no event shall any such exercise
be construed as an election to terminate this Lease or operate to release Tenant
from any of its obligations for the remainder of the Term of this Lease, or give
rise to any claim for trespass.

         E. If Landlord  exercises  its rights under Section 18.02 B or C above,
Landlord  may remove all persons from the  Premises,  and Landlord may treat all
property as abandoned  and dispose of same in  accordance  with section 20.02 of
this Lease.

         F. If Landlord  exercises  its rights under  Section 18.02 B or C above
and does not  affirmatively  elect to terminate  the Lease,  it may from time to
time,  make such  reasonable  alterations  and repairs as  necessary in order to
relet the Premises,  and  thereafter  relet the Premises or any part thereof for
such rent and upon such other terms and  conditions  as Landlord  may  determine
advisable in its sole discretion. Upon each such reletting all rentals and other
sums received by Landlord from such reletting  shall be applied,  first,  to the
payment of any reasonable costs and expenses of such reletting;  second,  to the
payment  of any  indebtedness  other  than  Rent due  hereunder  from  Tenant to
Landlord;  third,  to the  payment  of Rent due and  unpaid  hereunder;  and the
residue,  if any,  shall be applied in payment of the current  month's  rent. If
such rentals and other sums  received from such  reletting  during any month are
less than the amounts due pursuant to the foregoing  schedule for application of
proceeds,  Tenant shall pay such  deficiency  to  Landlord;  if such rentals and
other sums shall be more,  Tenant  shall have no right to, and shall  receive no
credit for, the excess.  Such  deficiency  shall be calculated and paid monthly.
Notwithstanding any such reletting without termination, Landlord may at any time
elect to terminate this Lease for such previous  breach.  Should Landlord at any
time  terminate  this Lease or otherwise  recover  possession as a result of any
Default by Tenant, in addition to any other remedies it may have, it may recover
from Tenant all damages it may incur by reason of such  Default,  including  the
cost of recovering the Premises,  reasonable attorneys' fees, and including Rent
for the remainder of the term as calculated in Section 18.02A.

         G. Any damage or loss of Rent sustained by Landlord may be recovered by
Landlord,  at Landlord's  option, in a single action or separate  actions,  from
time to time,  as said loss of rents or  damages  shall  accrue,  or in a single
proceeding  deferred  until the  expiration  of the Term of this Lease (in which
event Tenant  hereby agrees that the cause of action shall not be deemed to have
accrued until the date of expiration of said Term).

         H. To the extent  permitted by law, Tenant waives notice of re-entry or
institution of legal proceedings.  Tenant hereby expressly waives (to the extent
legally permissible),  for itself and all persons claiming by, through, or under
it, any right of  redemption  or for the  restoration  of the  operation of this
Lease under any  present or future law, in case Tenant  shall ever be in default
hereunder or shall be  dispossessed  for any cause,  or in case  Landlord  shall
obtain possession of the Premises as herein provided.  Notwithstanding  anything
to the contrary in the Lease, the Premises shall not be used in whole or in part
for residential purposes.

         I. In  addition  to the other  remedies  provided  in this  Lease,  and
anything  contained  herein to the contrary  notwithstanding,  Landlord shall be
untitled to restraint by injunction of any violation of this Lease.

SECTION  18.03.  WAIVER OF TRIAL BY JURY.  TENANT AND LANDLORD EACH HEREBY WAIVE
ALL RIGHT TO TRIAL BY JURY IN ANY MATTER  ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS LEASE.

Section 18.04.  Additional Remedies and Waivers.  With respect to the rights and
remedies and waivers  herein,  (i) such rights and remedies shall be in addition
to any other right and remedy now or  hereafter  available  at law or in equity;
(ii) all such rights and remedies  shall be cumulative and not exclusive of each
other;  (iii) such rights and remedies  may be exercised at such times,  in such
order, to such extent, and multiple times without regard to whether the exercise
of one right or remedy  precedes,  concurs  with or  succeeds  the  exercise  of
another;  (iv) a single  or  partial  exercise  of a right or  remedy  shall not
preclude (a) a further exercise thereof, or (b) the exercise of another right or
remedy,  from time to time,  and (v) no waiver of a Default  shall be  effective
unless acknowledged in writing signed by Landlord.

Section  18.05.  Distraint.  In  addition  to all other  rights and  remedies of
Landlord, if Tenant shall be in Default hereunder, Landlord shall, to the extent
permitted  by law,  have a right  of  distraint  for  Rent  and a lien on all of
Tenant's  furniture,  trade fixtures and equipment in the Premises,  as security
for Rent.

                                       15
<PAGE>

                        ARTICLE XIX - ACCESS BY LANDLORD

Section 19.01. Access.

         A. Landlord may, during any reasonable time or times, upon prior notice
to Tenant, before and after the Commencement Date, enter upon the Premises,  any
portion thereof,  and any appurtenance  thereto (with workers and materials,  if
required)  for the purpose of: (i)  inspecting  the same,  (ii) making  repairs,
replacements  or  alterations;  or (iii)  showing the  Premises  to  prospective
purchasers or lessees  (provided in the case of lessees,  such access to be only
during  last  six (6)  months  of the  Term.  No such  entry by  Landlord  shall
constitute  an actual  or  constructive  eviction  of Tenant or give rise to any
liability to Tenant.

         B. Landlord  shall have the right,  at its sole option,  to immediately
and, in the case of emergency,  without  notice cure a default by Tenant for the
account and at the expense of Tenant and may access the Premises if necessary to
do so. Tenant  agrees to pay,  with interest at the Interest Rate on demand,  to
Landlord the amount so incurred by Landlord in connection with such default.

                      ARTICLE XX - SURRENDER: HOLDING OVER

Section 20.01  Surrender.  Upon the  expiration or earlier  termination  of this
Lease, or upon re-entry by Landlord  without  terminating this Lease following a
Default,  Tenant shall peacefully  vacate and surrender the Premises to Landlord
in good order,  broom clean and in the same condition as at the beginning of the
Term,  reasonable  wear and tear  excepted.  Tenant  shall also remove its trade
fixtures, furniture and other personal property from the Premises along with any
leasehold  improvements  or other  additions  which Tenant is required to remove
pursuant to the Lease.

Section 20.02 Personal  Property.  If Tenant fails to timely remove its property
in accordance  with Section 20.01 above,  Landlord  shall have the right to deem
such property  abandoned by Tenant.  Tenant shall not be entitled to any further
notice or cure period. Landlord may thereafter remove or otherwise deal with the
abandoned property in a commercially reasonable manner at Tenant's sole cost and
expense and  Landlord  shall have no  liability  to Tenant with  respect to such
abandoned property. Tenant specifically acknowledges and agrees that in no event
shall  Landlord be  considered  a bailee as to such  property.  Tenant shall and
hereby agrees to indemnify  Landlord  against any loss,  cost,  expense,  claim,
cause of  action  or the like  arising  in  connection  with  Landlord's  proper
exercise of its rights under this Section 20.01 including,  without  limitation,
any claim by a third party for conversion or trespass as to chartels.

Section  20.03.  Holding Over.  If Tenant shall hold  possession of the Premises
after the expiration or sooner termination of the Term of this Lease, then:

         A. If such  holding over is with  Landlord's  written  consent,  Tenant
shall be deemed to be occupying the Premises as a tenant from month-to-month, at
a monthly rental equal to 1.5 times the monthly installment of Base Rent payable
during  the  last  month  of the  Term  subject  to all  the  other  conditions,
provisions and obligations of this Lease insofar as the same are applicable to a
month-to-month tenancy; or

         B. If such holding over is without Landlord's  written consent,  Tenant
shall be treated as a trespasser,  and Landlord shall be entitled to the benefit
of all laws relating to the speedy  recovery of the  possession of the Premises.
Under  such  continued  occupancy,  Tenant  shall be subject to the terms of the
Lease and the holdover rent in A above.

Section  20.04  Survival.  The  terms  of this  Article  XX  shall  survive  the
expiration or earlier termination of this Lease.

                             ARTICLE XXI - NOTICES

Section 21.01. Notices. All notices, consents,  demands, requests,  documents or
other  communications  (other  than  payment  of  Rent)  required  or  permitted
hereunder  (collectively,  "notices")  shall be deemed given,  whether  actually
received or not,  when  dispatched  for hand delivery or delivery by air express
courier (with signed  receipts) to the other party, or on the third business day
after  deposit  in  the  United  States  Mail,   postage  prepaid  certified  or
registered, return receipt requested,


                                       16

<PAGE>
except  for notice of change of address  which  shall be deemed  given only upon
actual receipt. The addresses of the parties for notices shall be as follows:

To Landlord: c/o    Douglas Development Corp.
                    11611 Old Georgetown Road
                    Rockville, Maryland 20852

                    with a copy to:

                    Lane H. Potkin, Esq.
                    Leibner & Potkin, P.C.
                    4530 Wisconsin Ave., N.W.
                    Washington, D.C. 20016

To Tenant           At the Premises

                    Attention: Joe Lehnen

or any such  other  addresses  subsequently  specified  by each party in notices
given pursuant to this Article.

Section  21.02  Notice  to  Lender.  In the  event of any  default  by  Landlord
hereunder, Tenant shall, prior to taking any action to remedy such default or to
cancel  this  Lease or any other  action in  connection  therewith,  send to any
lender of which Tenant has notice) (the  "Mortgagee") by certified mail,  return
receipt requested,  a notice specifying the default by Landlord,  whereupon such
Mortgagee shall have the right, but not the obligation,  to cure such default on
behalf of Landlord,  which cure shall be accepted by Tenant,  and such Mortgagee
shall be afforded a reasonable period of time to do so, including time to obtain
possession  of the  Premises by power of sale or judicial  foreclosure,  if such
should prove necessary to effect a cure.  Tenant shall have no right to take any
other action as a result of Landlord's  default unless and until Tenant complies
with the provisions of this paragraph.

                       ARTICLE XXII - HAZARDOUS MATERIALS

Sections 22.01 HAZARDOUS  MATERIALS.  The term "Hazardous  Materials" as used in
this Lease shall mean any product, substance,  chemical, material or waste whose
presence,  nature,  quantity and/or  intensity of existence,  use,  manufacture,
disposal,  transportation,  spill,  release  or  effect,  either by itself or in
combination  with other  materials  expected to be on the Demised  Premises,  is
either: (i) potentially  injurious to the public health,  safety or welfare, the
environment  or the Premises,  (ii)  regulated or monitored by any  governmental
authority, or (iii) a basis for liability of Landlord to any governmental agency
or third party  under any  applicable  statute or common law  theory.  Hazardous
Materials shall include, but not limited to, hydrocarbons,  petroleum, gasoline,
crude oil or any products,  by-products or fractions  thereof.  Tenant shall not
engage in any activity in, on or about the Demised Premiises which constitutes a
Reportable  Use (as  hereinafter  defined) of  Hazardous  Materials  without the
express prior written  consent of Landlord and compliance in a timely manner (at
Tenant's  sole cost and expense) with all  applicable  law. For purposes of this
Lease,  "Reportable  Use" shall mean (i) the installation or use of any above or
below  ground  storage  tank  (ii) the  generation,  possession,  storage,  use,
transportation,  or disposal of Hazardous Materials that requires a permit from,
or with  respect to which a report,  notice,  registration  or business  plan is
required to be filed with, any governmental authority. Reportable Use shall also
include Tenant's being  responsible for the presence in, on or about the Demised
Premises  of  Hazardous  Materials  with  respect  to which any  applicable  law
requires that a notice be given to persons entering or occupying the Premises or
neighboring properties.

         Notwithstanding  the foregoing,  Tenant may,  without  Landlord's prior
consent,  but in  compliance  with all  applicable  law,  use any  ordinary  and
customary  materials  reasonably  required  to be used by Tenant  in the  normal
course of Tenant's business permitted on the Premises so long as such use is not
a Reportable Use and does not expose the Premises or  neighboring  properties to
any  meaningful  risk of  contamination  or  damage or  expose  Landlord  to any
liability therefor. In addition,  Landlord may (but without any obligation to do
so)  condition  its consent to the use or presence of any  Hazardous  Materials,
activity or storage tank by Tenant upon Tenant's giving Landlord such additional
assurances as Landlord, in its reasonable discretion, deems necessary to protect
itself,  the public,  the Demised  Premises and the environment  against damage,
contamination or injury and/or liability  therefrom or thereof,  including,  but
not limited to, the installation (and removal on or before Lease

                                       17

<PAGE>
expiration   or  earlier   termiation)   of  reasonably   necessary   protective
modifications to the Premises (such as concrete encasements).  Landlord warrants
that to the best of its  knowledge  the  Building and Premises are free from any
Hazardous Materials.

                           ARTICLE XXIII - BANKRUPTCY

Section 23.01. Events of Bankruptcy. The following shall be Events of Bankruptcy
under this Lease:

         (i) Tenant's becoming insolvent, as that term is defined in Title 11 of
the United States Code (the "Bankruptcy  Code"), or under the insolvency laws of
any  state,  district,  commonwealth  or  territory  of the United  States  (the
"Insolvency Laws");

         (ii) The  appointment  of a  receiver  or  custodian  for any or all of
Tenant's property or assets, or the institution of a foreclosure action upon any
of Tenant's real or personal property.

         (iii) The filing of a voluntary  petition  under the  provisions of the
Bankruptcy Code or Insolvency Laws:

         (iv) The  filing  of an  involuntary  petition  against  Tenant  as the
subject debtor under the Bankruptcy Code or Insolvency Laws, which either (i) is
not dismissed within thirty (30) days of filing, or (ii) results in the issuance
of an order for relief against the debtor; or

         (v) Tenant's  making or consenting to an assignment  for the benefit of
creditors or a common law composition of creditors.

Section 23.02. Rights and Remedies.

         A. Upon  occurrence of an Event of Bankruptcy  Landlord  shall have all
rights and  remedies  available  to Landlord  pursuant  to Article 18  provided,
however,  that  while a case in which  Tenant is the  subject  debtor  under the
Bankruptcy Code is pending,  Landlord shall not exercise its rights and remedies
pursuant to Section 18 so long as (i) the Bankruptcy Code prohibits the exercise
of such  rights and  remedies,  and (ii)  Tenant or its  Trustee  in  Bankruptcy
(hereinafter  referred to as "Trustee") is in compliance  with the provisions of
subparagraph B below.

         B. In the event  Tenant  becomes the subject  debtor in a case  pending
under the Bankruptcy Code,  Landlord's right to terminate this Lease pursuant to
subparagraph  A above  shall be  subject  to any  rights of Trustee to assume or
assign this Lease  pursuant to the Bankruptcy  Code.  Trustee shall not have the
right to assume or assign  this  Lease  unless  Trustee  promptly  (i) cures all
defaults  under this Lease,  (ii)  compensates  Landlord  for  monetary  damages
incurred as a result of such  defaults,  (iii)  provides  adequate  assurance of
future  performance on the part of Tenant as debtor in possession or on the part
of the assignee  tenant,  and (iv) complies with all other  requirements  of the
Bankruptcy Code.

         C. In the  event  Tenant  is  unable  to (i)  cure its  defaults,  (ii)
reimburse the Landlord for its monetary damages, or (iii) pay the rent due under
this Lease and all other  payments  required of Tenant  under this Lease on time
(or within five (5) days of the due date).  Tenant agrees in advance that it has
not met its burden to provide adequate assurance of future performance, and this
Lease may be  terminated by Landlord in accordance  with  subparagraph  B above.
Year).

                          ARTICLE XXIV - MISCELLANEOUS

Section 24.01. Professional Fees. Tenant shall after an Event of Default
reimburse Landlord for all reasonable fees incurred by Landlord, including
attorneys fees, in enforcing the provisions of this Lease. Notwithstanding the
foregoing, in any action or proceeding brought by either party against the other
under this Lease, the substantially prevailing party shall be entitled to
recover from the other such prevailing party's reasonable attorneys' fees and
court costs incurred in such action or proceeding.

                                       18
<PAGE>
Section  24.02.  No  Partnership.  Nothing  contained  herein shall be deemed or
construed as creating the  relationship  of  principal  and agent,  partnership,
joint  venture  or ay other  relationship  between  the  parties  hereto  except
Landlord and Tenant.

Section 24.03.  Brokerage.  Tenant  warrants and represents that  except for The
Bank Companies there was no broker or agent on Tenant's  behalf  instrumental in
consummating  this Lease, and that no conversations or prior  negotiations  were
had by Tenant with any broker or agent on Tenant's behalf concerning the renting
of the Premises  other than Broker.  Tenant shall  indemnify  and hold  Landlord
harmless against any claims for brokerage or other commissions arising by reason
of a breach of the  aforesaid  representation  and warranty.  Landlord  shall be
responsible  for the payment of The Bank Companies for its services  pursuant to
the terms of a separate agreement between The Bank Companies and Landlord.

Section 24.04  Interpretation

         A. Every term,  condition,  agreement  or  provision  contained in this
Lease that  imposes an  obligation  on Tenant or Landlord  shall be deemed to be
also a covenant by Tenant or Landlord, as applicable.

         B. Wherever it is provided  herein that a party "may" perform an act or
do  anything,  it shall be  construed  that  that  party  may,  but shall not be
obligated to, so perform or so do such act or thing.

         C.  This  Lease  may  be  executed  in  several  counterparts  and  the
counterparts shall constitute but one and the same instrument.

         D.  Any  party  may act  under  this  Lease  by its  attorney  or agent
appointed by an instrument executed by such party.

         E. Wherever a requirement  is imposed on  any  party here,  it shall be
deemed that such party shall be required to perform such requirement at its sole
cost and expense unless it is specifically  otherwise  provided  herein.

         F. Any  restriction  or or requirement  imposed upon Tenant  hereunder,
shall be deemed to extend to Tenant's guarantors,  Tenant's subleases,  Tenant's
assignees and Tenant's  invitees,  and it shall be Tenant's  obligation to cause
the foregoing persons to comply with such restriction or requirement.

Section 24.05.  Recording.  Neither this Lease nor any memorandum  hereof may be
recorded  among the land  records of the  jurisdiction  in which the  Project is
located  without the express  written  consent of Landlord  which consent may be
granted or withheld in Landlord's sole discretion.

Section 24.06.  Severability.  Every  agreement  contained in this Lease is, and
shall be construed as, a separate and independent agreement. If any term of this
Lease or the application  thereof to any person or circumstance shall be invalid
or unenforceable,  the remaining agreements contained in this Lease shall not be
affected.

Section  24.07.  Non-Merger.  There  shall be no merger of this  Lease  with any
underlying  leasehold  interest  or the fee  estate in the  Project  or any part
thereof by reason of the fact that the same person may acquire or hold, directly
or  indirectly,  this  Lease  or any  interests  in  this  Lease  as well as any
underlying  leasehold  interest or fee estate in the Project or any  interest in
such fee estate.

Section 24.08.  Landlord's  Liability.  Anything  contained in this Lease to the
contrary  notwithstanding,  Tenant  agrees that Tenant  shall look solely to the
estate and  property of  Landlord  in the  Premises  for the  collection  of any
judgment or other  judicial  process  requiring the payment of money by Landlord
for any default or breach by Landlord under this Lease, subject, however, to the
prior  rights of any  mortgages  or lessor of the  Premises.  No other assets of
Landlord or any partners, shareholders, or other principals of Landlord shall be
subject to levy,  executioin or other judicial  process for the  satisfaction of
Tenant's claim.

Section 24.09. Force Majeure. Whenever a period of time is herein prescribed for
action  to  be  taken  by  Landlord  including,  without  limitation,  time  for
construction  and  repairs  in the  Project,  Landlord  shall  not be  liable or
responsible  for, and there shall be excluded from the  computation for any such
period of time,  any delays  due to force  majeure,  which  term  shall  include
strikes, riots, acts of God,

                                       19

<PAGE>
shortages of labor or materials, war, governmental approvals, laws, regulations,
or  restrictions,  or any  cause of any kind  whatsoever  which  is  beyond  the
reasonable control of Landlord.

Section 24.10.  Headings.  The article headings  contained in this Lease are for
convenience  only.  Words in the  singular  number  shall be held to include the
plural, unless the context otherwise requires.

Section  24.11.  Successors and Assigns.  If there be more than one Tenant,  the
obligations  hereunder  imposed upon Tenant shall be joint and several,  and all
agreements and covenants  therein contained shall be binding upon the respective
heirs,  personal  representatives,  and  successors  and  assigns of the parties
hereto.  Notwithstanding the foregoing,  nothing contained in this Section 24.11
shall be deemed to override  restrictions on assignment and subletting contained
in this Lease.

Section  24.12.  Entire  Agreement  Amendments.  This Lease and the Exhibits and
Riders attached hereto set forth the entire  agreement  between the parties.  No
amendment  or  modification  of this  Lease  shall be  binding  or valid  unless
expressed in a writing executed by both parties hereto.

Section  24.13.  Governing  Law.  This Lease shall be governed by and  construed
under the laws of the state of Maryland  without  reference to its  conflicts of
laws   principles.   Should  any  provision  of  this  Lease  require   judicial
interpretation,  Landlord and Tenant hereby agree and  stipulate  that the court
interpreting or considering  same shall not apply the presumption that the terms
hereof shall be more strictly construed against a party by reason of any rule or
conclusion that a document  should be construed more strictly  against the party
who itself or through its agents  prepared  the same,  it being  agreed that all
parties hereto have  participated in the preparation of this Lease and that each
party had full  opportunity  to consult  legal  counsel of its choice before the
execution of this Lease.

Section  24.14  Acceptance by Landlord.  The  submission of this Lease to Tenant
shall not be  construed  as an offer and Tenant  shall not have any rights  with
respect  thereto  unless  and until  Landlord  executes a copy of this Lease and
delivers the same to Tenant.

Section 24.15.  Financial Statements.  From time to time during the Term of this
Lease (but not more than twice annually), Tenant shall, upon ten (10) days prior
written  notice  from  Landlord,  provide  Landlord  with  a  current  financial
statement  and  financial  statements  of the two (2) years prior to the current
financial  statement year. Such statements  shall be prepared in accordance with
generally accepted accounting  principals and, if such is the normal practice of
Tenant, shall be audited by an independent certified public accountant. If it is
not the  normal  practice  of Tenant to  prepare  audited  statements,  then the
unaudited  statements,  shall be certified to by the  Tenant's  chief  financial
officer.

Section  24.16.  Estoppel  Certificates.  Tenant shall at any time upon not less
than fifteen (15) days' prior written notice from Landlord execute,  acknowledge
and deliver to Landlord a statement in writing (i) certifying that this Lease is
unmodified  an in full force and effect (or, if modified,  staring the nature of
such  modifications  and certifying that this Lease, as so modified,  is in full
force and effect) and the date to which the rent,  security  deposit,  and other
charges are paid in advance,  if any, and (ii) acknowledging that there are not,
to  Tenant's  knowledge,  any  uncured  defaults  on the  part  of the  Landlord
hereunder or  specifying  such  defaults,  if any,  which are claimed.  Any such
statement may be conclusively  relied upon by any  prospective  purchaser of the
premises.  Tenant's  failure to deliver such statement within such time shall be
conclusive upon Tenant (i) that this Lease is in full force and effect,  without
modification  except as may be represented  by Landlord,  (ii) that there are no
uncured defaults in Landlord's performance,  and (iii) that no more than one (1)
month's rent has been paid in advance.

Section 24.17.  Common Areas.  "Common Areas" shall mean those certain areas and
facilities of the Building  which are from time to time provided by Landlord for
the general use of substantially all tenants of the Project and their employees,
clients, customers, licensees and invitees or for use by the public.

Section  24.18.  Authority.  Each  individual  executing this Lease on behalf of
Landlord and Tenant  represents and warrants that is duly  authorized to execute
and  deliver  this Lease on behalf of Landlord  or Tenant in  accordance  with a
partnership  agreement or a duly adopted resolution of the Board of Directors or
in  accordance  with  bylaws and that this Lease is binding  upon  Landlord  and
Tenant in accordance with its terms.

Section 24.19.  Interest. All past due payments of Rent shall bear interest from
the due date until paid at the rate  ("Interest  Rate") which is the greater of:
fifteen percent (15%) or four percent (4%) above the prime rate of interest from
time to time publicly announced by Nations Bank, N.A. or any

                                       20
<PAGE>
successor thereof,  provided,  however,  the interest sought to be imposed shall
not exceed the maximum rate permitted under Federal law or under the laws of the
state of Maryland.

Section  24.20.  Survival.  Tenant's  obligations  contained in this Lease shall
survive the termination or expiration of this Lease.

Section  24.21.  Tenant  Access.  Tenant  shall  have  access  to  the  Premises
twenty-four  (24) hours a day, seven (7) days a week,  three hundred  sixty-five
(365) days a year.  Landlord shall provide a security  system limiting access to
the office portions of the Building during non-business hours, provided it shall
provide  Tenant  with a  reasonable  number or cards or access  devices  for its
employees  to obtain  access to the  Premises at all times.  Such  system  shall
include a key card system limiting  elevator  access to individual  floors after
normal business  hours.  Absent a casualty or other  extraordinary  event beyond
Landlord's  reasonable  control,  Landlord  shall  ensure  that at least one (1)
elevator is operational at all times.

Section 24.22. Modifications to Project. Landlord reserves the right at any time
to make  alterations  or  additions to the  Project,  including  the building of
additional  stories on the Building and to build  adjoining  the same.  Landlord
also reserves the right to construct other buildings or improvements on the Land
from time to time and to make  alterations  thereof or additions  thereto and to
build additional  stories on any such building or buildings,  and to reconfigure
or otherwise after the parking areas and other common areas for the Project.

                     ARTICLE XXV - OPTION/FIRST NEGOTIATION

Section 25.01. Option.  Provided Tenant is not in default of any term, condition
or  covenant  contained  in this Lease at the time of exercise of this option or
(at Landlord's discretion) at the time such option period in to commence, Tenant
shall have the option of renewing this Lease for an additional  term of five (5)
years (the "Option  Period") on the same terms and conditions as provided herein
except  for the Base  Rent,  which  Base Rent for the first  year of the  Option
Period  shall  be 95% of the  "Fair  Market  Value"  of the  Premises  based  on
comparable spaces in the Rockville sub-market,  as determined in accordance with
Section 25.02.  Tenant shall also pay during the Option Period all other charges
and  expertises  payable  under the terms of the Lease,  including  its pro-rata
share of increases in Operating  Charges as set forth in Article IX.  Tenant may
exercise the foregoing option by giving Landlord written notice of such election
at least ten (10) months  prior to the  expiration  of the  initial  Lease Term.
Failure  to  provide  timely  written  notice of its  election  to extend  shall
automatically  terminate Tenant's right to extend to the Term. The Base Rent for
each  Lease  Year of the  Option  Period  after the first  Lease  Year  shall be
adjusted annually beginning with the second Lease Year of the Option Period, and
shall be equal to 1.03 times the Base Rent for the  immediately  preceding Lease
Year (without  regard for any abatements or other  reductions in Base Rent which
may have been in effect for such prior Lease Year).

Section 25.02 Market Value.  For purposes of this Lease, the "Fair Market Value"
of the  Premises  shall be as  reasonably  agreed upon by  Landlord  and Tenant.
However,  if Landlord  and Tenant are unable to agree on a "Fair  Market  Value"
prior to one-hundred  eighty (180) days from the expiration of the initial Term,
or any  then  applicable  option  term,  then  the Fair  Market  Value  shall be
determined upon notice from either party to the other by the following method:

         (i) The  initial  notice  shall  include the  designation  of an broker
qualified  with at least  seven (7) years  experience  in office  leasing in the
Rockville  sub-market.  Within ten (10) days of the  initial  notice,  the other
party shall designate a similarly  qualified broker.  Within ten (10) days after
this  second  designation,  the two  brokers  shall  designate  a third  broker,
similarly qualified.

         (ii) In the event  that the two  brokers  are  unable  to agree  upon a
designation of a third within the time specified, then either party may apply to
the American Arbitration Association or the Circuit Court for Montgomery County,
Maryland  Columbia for the  appointment  of a broker,  who shall  constitute the
third broker.

         (iii) Within 30 days after the  designation  of the third Broker,  each
Broker shall specify his or her respective determination of what Base Rent would
constitute  a fair  market  value  for the  Demised  Premises,  with  all  other
provisions of the Lease applicable thereto.

                                       21
<PAGE>
         (iv) 95% of the  average of the two most  proximate  determinations  of
Base Rent shall  constitute the annual Base Rent for the first Lease Year of the
Option Period.

         (v) The parties shall share equally the  reasonable  costs of the three
brokers.

                         ARTICLE XXVI - TEMPORARY SPACE

Section  26.01.  Temporary  Space.  Landlord  shall  make  available  to  Tenant
approximately 3,000 square feet of space (the "Temporary Space") at the Building
located on the 5th floor when the existing Tenant at such space,  Booz,  Allen &
Hamilton,  Inc.  vacates  the  Temporary  Space.  The  Temporary  Space shall be
delivered in "AS IS" condition and Landlord shall have no obligation to make any
repairs,  improvements  or upgrades to the Temporary  Space.  Tenant may use the
Temporary  Space as  temporary  offices for the period  beginning  with the date
Tenant  takes  occupancy  through  the date  which is five  (5) days  after  the
Commencement  Date.  During such time period  Landlord shall be free to show the
Temporary  Space to  prospective  tenants.  Tenant's  use and  occupancy  of the
Temporary  Space shall be subject to all the  provisions of this Lease as if the
Temporary  Space  was  the  Demised  Premises,  provided  Tenant  shall  have no
obligation for the payment of Base Rent or Additional Rent.  Notwithstanding the
foregoing, in the event the Tenant fails to vacate timely the Temporary Space as
required  under this Section,  Tenant shall  thereafter pay Rent to Landlord for
the  Temporary  Space on at the rate of $24.25 per  rentable  square foot of the
Temporary  Space,  payable  monthly.  Tenant  shall  provide  its own  char  and
janitorial  services  for the  Temporary  Space,  provided  Tenant  may elect to
reimburse Landlord for such expenses. Prior to taking occupancy of the Temporary
Space,  Tenant shall procure the insurance  required  under Article XIII of this
Lease and  provide  certificates  to  Landlord.  Tenant  shall be  entitled to 4
parking permits during the Construction Period, at the monthly cost set forth in
Article III above.

         IN WITNESS  WHEREOF,  Landlord and Tenant have set their signatures and
seals as of the date first above written.


                                 LANDLORD:

                                 JEMAL'S/CAYRE EXECUTIVE BLVD 6010 L.L.C.

Witness:                         By: CJ Maryland/Virginia, Inc. Managing Member

/s/ illegible                       By: /s/ Douglas Jemal
----------------------------            --------------------------------------


                                 TENANT:

                                 INFORMAX, INC.

ATTEST:

/s/ Joseph E. Lehnen             By: /s/ Alexander Titomirov
----------------------------         -----------------------------------------
           CFO                   Title:   President/CEO
                                       ---------------------------------------



                                       22
<PAGE>
State of Maryland
--------------------------------

County of Frederick              ss
--------------------------------

         This instrument was  acknowledged  before me on this 31st day of March,
1999,   by  Douglas   Jemal  in  his   capacity   as   Managing   Member  of  CJ
Maryland/Virginia, Inc., Authorized Member of Jemal's\Cayre 6010 Executive Blvd.
L.L.C.

                                         /s/ illegible
                                         -----------------------------------
                                         Notary Public
SEAL
My Commission Expires                    LESLIE V TRIMBLE
                                         NOTARY PUBLIC STATE OF MARYLAND
                                         My Commission Expires October 31, 2000

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

--------------------------------------- ss

     This instrument was acknowledged before me on this 29th day of March, 1999,
by Alexander V. Titomirov in his capacity as President/CEO of InforMax, Inc.

                                        KIMBERLY M. BARONDESS
                                   NOTARY PUBLIC STATE OF MARYLAND
                              -------------------------------------------
                                 My Commission Expires January 23, 2002
SEAL                                        Notary Public
My Commission Expires













                                       23


<PAGE>
                                    EXHIBIT B

                                      LAND



Part of Parcel "I" (EVE) as shown on a plat of the  "WASHINGTON  SCIENCE CENTER"
recorded among the Land Records of Montgomery County,  Maryland in Plat Book 110
at plat 12895. Being part of the land conveyed by William Cohen, Trustee for the
Washington  Science Center Joint Venture to Richard S. Cohen and Joel S. Meisal,
Trustees for  Washington  Science  Center Joint  Venture by Deed dated March 28,
1973 and  recorded  among the said Land  Records  in Liber 4403 at folio 750 and
confirmed by Corrective and Confirmatory Deed recorded May 1, 1979 in Liber 5313
at folio 696 among the said Land  Records,  and also being part of Parcel  Three
(3) as described by metes and bounds in a Deed recorded  among said Land Records
in Liber 3608 at folio 269, and being more particularly described as follows:

1.       Beginning at the northeast corner of  aforementioned  Parcel Three (3),
         said  beginning  point  being  on the  southerly  right  of way line of
         Executive Boulevard 120 feet wide, and running thence.

2.       South 03 degrees ' 50" East 780.00 feet with the easterly  line of said
         Parcel Three (3) thence

3.       South 86 degrees 31' 120" West 295 33 feet,  with part of the southerly
         line of said Parcel Three (3),  thence the three (3) following  courses
         and distances in, through,  over and across said Parcel Three 93) for a
         new line of division,

4.       North 03 degrees 28' 50" West 515.00 feet, thence

5.       South 86 degrees 31' 10" West 18.17 feet, thence

6.       North 03 degrees 28' 50" West 265.00 feet,  to a point on the northerly
         line of said  Parcel  Three  (3),  said line  being the  aforementioned
         southerly right of way line of Executive Boulevard, thence

7.       North 86 degrees 31' 10" East 315.50 feet,  with said line of Executive
         Boulevard to the place of beginning  of this  description  CONTAINING a
         calculated  area of 235,172 square feet of 5.39881 acres of land,  more
         of less.

The  improvements  being known,  and  designated  as premises No 6010  Executive
Boulevard, Rockville, Maryland.

Being  property  conveyed to EXECUTIVE  BOULEVARD  6010,  L.L.C.,  by Deed dated
November  14, 1996 and recorded on November 19, 1996 in Liber 14511 at folio 647
among the aforesaid Land Records.

Tax I.D. No. 4-1-2101628





<PAGE>
                                    EXHIBIT C

                           FORM OF COMMENCEMENT NOTICE


         This Commencement Notice is entered into this _____ day of ___________,
199__,  by  Jemal's/Cayre  Executive  Blvd.,  6010  L.L.C.   ("Landlord"),   and
______________________  ("Tenant"),  pursuant to the  provisions of that certain
Lease Agreement (the "Lease") dated  ___________,  1999, by and between Landlord
and Tenant  covering  certain  space in the office  building  identified as 6010
Executive Blvd.  Rockville,  Maryland (the "Building").  All terms listed herein
with their initial letter  capitalized  shall have the meaning  assigned to such
terms in this Lease.

                              W I T N E S S E T H :

         1. The Building,  the Premises,  and all other improvements required to
be  constructed  and furnished by Landlord in  accordance  with the terms of the
Lease have been  satisfactorily  completed  by the  Landlord and accepted by the
Tenant

         2. The Premises have been delivered to, and accepted by, the Tenant.

         3. The Commencement  Date of the Lease is the ___ day of _____________,
199__, and the Expiration Date is the day of _________________, 199__.

         4. The  Premises  consist of _____  square feet of Net  Rentable  Area.
Tenant's Pro-Rata share is ___%.

         5. The Base Rent is $_______ per annum.

         6. Remittance of monthly  installments and the foregoing payments shall
be made on the first  (1st) day of each month in  accordance  with the terms and
conditions of the Lease.

         IN WITNESS WHEREOF,  Landlord and Tenant have set their hands and seals
hereunto  and have  caused  this  Commencement  Notice  to be  executed  by dult
authorized   officials  thereof,   the  day  and  year  respectively  set  forth
hereinabove.


                                  LANDLORD

                                  JEMAL'S/CAYRE EXECUTIVE BLVD 6010 L.L.C

                                  BY:
                                       -------------------------------


                                   TENANT:

                                   INFORMAX, INC.

                                   BY:
                                       -------------------------------



<PAGE>



                                    EXHIBIT D

                              RULES AND REGULATIONS


         The following rules and regulations have been formulated for the safety
and well-being of all office tenants of the Building.  Strict adherence to these
rules and  regulations  is necessary to guarantee that every tenant will enjoy a
safe and undisturbed occupancy of its premises. Any violation of these rules and
regulations  by Tenant not cured  within a reasonable  period,  at the option of
Landlord, shall constitute a default by Tenant under the Lease.

         The following  rules shall be  applicable to all office  tenants of the
Building:

         1. Tenant shall not  obstruct or encumber or use for any purpose  other
than  ingress  and  egress  to and from the  Premises  any  sidewalk,  entrance,
passage, court, elevator,  vestibule,  stairway, corridor, hall or other part of
the Building not exclusively  occupied by Tenant.  No bottles,  parcels or other
articles shall be placed,  kept or displayed on window ledges, in windows opr in
corridors,  stairways or other public parts of the Building. Landlord shall have
the right to control  and operate the public  portions of the  Building  and the
facilities  furnished for common use of the tenants,  in such manner as Landlord
deems best for the benefit of the tenants generally.

         2. Tenant  shall not attach to, hang on or use in  connection  with any
window or door of the  Premises  any  drape,  blind,  shade or  screen,  without
Landlord's  prior written  consent,  which consent shall not to be  unreasonably
withheld or delayed. All awnings, drapes, projections, curtains, blinds, shades,
screens and other fixtures shall be of a quality,  type,  design and color,  and
shall be  attached in a  reasonable  manner,  reasonably  approved in writing by
Landlord.  Any  Tenant-supplied  window  treatments  shall be  installed  behind
Landlord's  standard  window  treatments  so  that  Landlord's  standard  window
treatments will be what is visible to persons outside the Building.

         3. Tenant  shall not place any  showcase,  mat or other  article in any
part of the exterior of the Premises.

         4. Tenant shall not use the water  fountains,  water and wash  closets,
and plumbing and other  fixtures,  to the extent  provided by Landlord,  for any
purpose other than those for which they were  constructed,  and Tenant shall not
place any debris,  rubbish,  rag or other substance therein (including,  without
limitation,  coffee grounds).  All damages from misuse of fixtures shall be home
by the tenant causing same.

         5. Tenant  shall not  construct,  maintain,  use or operate  within the
Premises any electrical  device,  wiring or apparatus in connection  with a loud
speaker system or other sound system, in connection with any excessively bright,
changing,  flashing,  flickering  or  moving  light or  lighting  device,  or in
connection with any similar device or system,  without  Landlord's prior written
consent. Tenant shall not construct, maintain, use or operate any such device or
system  outside of its Premises or within such  Premises so that the same can be
heard or seen from  outside the  Premises.  No flashing,  neon or search  lights
shall be used which can be seen outside the Premises.

         6. Tenant shall not,  without  Landlord's  consent,  bring any bicycle,
vehicle, animal, bird or pet of any kind into the Building, except seeing-eye or
hearing-ear dogs for handicapped persons visiting the Premises.

         7. Tenant shall not cause or permit any unusual or  objectionable  odor
to be produced upon or emanate from the premises.

         8. Tenant shall not make any unseemly or disturbing noise or disturb or
interfere with other occupants of the Building.

         9. Tenant shall not place on any floor a load  exceeding the floor load
per square foot which such floor as designed to carry.  Landlord  shall have the
reasonable right to prescribe the weight, position and manner of installation or
safes and other heavy  equipment and fixtures.  Landlord shall have the right to
repair at Tenant's  expense any damage to the Premises or the Building caused by
Tenant's moving property into or out of the Premises or due to the same being in
or upon the  Premises  or to  require  Tenant to do the same.  Tenant  shall not
receive  into the  Building  or  carry  in the  elevators  any  safes,  freight,
furniture, equipment or bulky item except as approved by Landlord, such approval
not to be unreasonably  withheld or delayed,  and any such furniture,  equipment
and bulky item shall be delivered only through the designated  delivery entrance
of the Building and the designated freight elevator at designated times.  Tenant
shall remove promptly

<PAGE>

from any sidewalk adjacent to the Building any furniture,  furnishing, equipment
or other material there delivered or deposited for Tenant.

         10.  Tenant shall keep doors  leading to a corridor or main hall closed
at all times  except as such  doors may be used for  ingress or egress and shall
lock such doors during all times the Premises are unattended.

         11.  Tenant shall not install any  equipment of any type or nature that
will or may necessitate any changes, replacements or additions to, or changes in
the use of, the water system, heating system, plumbing system,  air-conditioning
system or electrical system of the Premises or the Building which will adversely
affect the functioning,  without obtaining  Landlord's prior written consent. In
all other situations  Landlord's  consent shall not be unreasonably  withheld or
delayed.  If any machine or equipment of Tenant  causes noise or vibration  that
may be  transmitted to such a degree as to be  objectionable  to Landlord or any
tenant  in the  Building,  then  Landlord  shall  have the right to  install  at
Tenant's  expense  vibration  eliminators or other devices  sufficient to reduce
such noise and vibration to a level  reasonably  satisfactory  to Landlord or to
require Tenant to do the same.

         12.  Tenant shall not permit or encourage any loitering in or about the
Premises  and shall  not use or  permit  the use of the  Premises  for  lodging,
dwelling or sleeping.

         13. Tenant shall not request  Landlord's  employees to perform any work
or do anything  outside of such  employees'  regular duties  without  Landlord's
prior written consent.  Tenant's special  requirements  will be attended to only
upon application to Landlord, and any such special requirements will be attended
to only upon application to Landlord, and any such special requirements shall be
billed to Tenant in  accordance  with the  schedule  of  charges  maintained  by
Landlord  from  time to time or as is  agreed  upon in  writing  in  advance  by
Landlord and Tenant. Tenant shall not employ any of Landlord's employees for any
purpose whatsoever without Landlord's prior written consent.

         14. Canvassing,  soliciting and peddling in the Building are prohibited
and Tenant shall cooperate to prevent the same.

         15. There shall not be used in any space, or in the public halls of the
Building,  either by any  tenant or by  jobbers  or other  sin the  delivery  or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards.  Tenant shall be responsible  for any loss of damage  resulting
from any deliveries made by or for Tenant.

         16. Drapes (whether  installed by Landlord or Tenant) which are visible
from the exterior of the Building,  shall be cleaned if reasonably  necessary by
Tenant at least once a year,  without  notice from  Landlord,  at  Tenant's  own
expense.

         17. Tenant shall not without Landlord's prior consent install or permit
the installation of any wiring for any purpose on the exterior of the Premises.

         18.  Tenant  acknowledges  that it is  Landlord's  intention  that  the
Building be operated in a manner which is consistent with the highest  standards
of  cleanliness,  decency and morals in the  community  which it serves.  Tenant
shall not use the Premises for any immoral or illegal purpose.

         19. Tenant shall not purchase water, ice, coffee, soft drinks,  towels,
or other merchandise  or  services  from any  company or person  whose  repeated
violation of Building regulations has caused, in Landlord's opinion, a hazard or
nuisance to the Building and/or its occupants.

         20.  Tenant  shall not pay any  employee on the  Premises  except those
actually  employed by the company in the local  area;  nor shall  Tenant use the
Premises  as  headquarters  for large  scale  employment  of  workers  for other
locations.

         21.  Landlord shall have the right,  upon written notice to Tenant,  to
require Tenant to refrain from or discontinue  any  advertising by Tenant which,
in  Landlord's  opinion,  tends to impair the  reputation of the Building or its
desirability for offices.

         22. Tenant shall not market,  paint or in any manner deface any part of
the Premises or the Building.  No stringing of wires, boring or cutting shall be
permitted  except with  Landlord's  prior written consent not to be unreasonably
withheld or delayed; provided Tenant shall be permitted to undertake all cabling
required in connection with its business.

                                       2

<PAGE>

         23. Tenant shall not bring or keep, or permit to be brought or kept, in
the  Building  any  flammable,  combustible  or  explosive  fluid,  chemical  or
substance.

         24. Tenant shall comply with all work place  smoking Laws.  There shall
be no smoking in bathrooms, elevator lobbies, elevators, and other common areas.

         25.  Landlord may, upon request of Tenant,  waive  Tenant's  compliance
with any of the rules,  provide  that (a) no waiver  shall be  effective  unless
signed by Landlord,  (b) no waiver shall relieve  Tenant from the  obligation to
comply  with such rule in the  future  unless  otherwise  agreed in  writing  by
Landlord,  (c) no waiver  granted to any tenant  shall  relieve any other tenant
from the  obligation of complying with these rules and  regulations,  and (d) no
waiver shall relieve Tenant from any liability for any loss or damage  resulting
from Tenant's failure to comply with any rule.








                                       3



<PAGE>




                                   EXHIBIT E

                              COMPLETION SCHEDULE













<PAGE>

                                   EXHIBIT F

                   FORM OF SUBORDINATION, NON-DISTURBANCE AND
                              ATTORNMENT AGREEMENT






                                       2

<PAGE>

            SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT

         THIS  SUBORDINATION,  NON-DISTURBANCE  AND  ATTORNMENT  AGREEMENT  (the
"Agreement")  is made as of the  _______ day of  ______________,  199____ by and
between  _______________  ("Lender")  and  _________________________  having  an
address at _____________________________________________________________________
("Tenant").

                                   RECITALS:

         A. Lender is the  present  owner and holder of a certain  mortgage  and
security agreement (the "Security  Instrument") dated ___________,  199__, given
by  Landlord  (defined  below) to Lender  which  encumbers  the [fee]  estate of
Landlord  in  certain  premises  described  in Exhibit A  attached  hereto  (the
"Property")  and which  secures  the  payment  of certain  indebtedness  owed by
Landlord to Lender evidenced by a certain promissory note dated _______________,
199__, given by Landlord to Lender (the "Note").

         B.  Tenant is the  holder  of a  leasehold  estate in a portion  of the
Property  under  and  pursuant  to  the  provisions  of a  certain  lease  dated
_______________,  19__  between  _____________,  as  landlord  ("Landlord")  and
Tenant, as tenant (the "Lease"), and

         C.  Tenant  has  agreed  to  subordinate  the  Lease  to  the  Security
Instrument   and  to  the  lien   thereof   and   Lender  has  agreed  to  grant
non-disturbance   to  Tenant  under  the  Lease  on  the  terms  and  conditions
hereinafter set forth.

                                   AGREEMENT:

             For good and valuable consideration,  Tenant  and  Lender  agree as
follows:

         1.  SUBORDINATION.  The  Lease  and  all of the  terms,  covenants  and
provisions thereof and all rights, remedies and options of Tenant thereunder are
and shall at all times continue to be subject and subordinate in all respects to
the terms,  covenants and provisions of the Security  Instrument and to the lien
thereof, including without limitation, all renewals,  increases,  modifications,
spreaders,  consolidations,  replacements and extensions thereof and to all sums
secured  thereby and advances made  thereunder with the same force and effect as
if the Security  Instrument had been  executed,  delivered and recorded prior to
the execution and delivery of the Lease.

         2. NON-DISTURBANCE.  If any action or proceeding is commenced by Lender
for the  foreclosure  of the Security  Instrument  or the sale of the  Property,
Tenant  shall  not be named as a party  therein  unless  such  joinder  shall be
required  by law,  provided,  however,  such  joinder  shall  not  result in the
termination  of the  Lease or  disturb  the  Tenant's  possession  or use of the
premises demised thereunder,  and the sale of the Property in any such action or
proceeding  and the exercise by Lender of any of its other rights under the Note
or the Security  Instrument  shall be made subject to all rights of Tenant under
the Lease,  provided that at the time of the  commencement of any such action or
proceeding  or at the time of any such sale or exercise of any such other rights
(a) the Lease  shall be in full force and effect and (b) Tenant  shall not be in
default beyond any applicable cure periods under any of the terms,  covenants or
conditions of the Lease or of this  Agreement on Tenant's part to be observed or
performed.

         3.  ATTORNMENT.  If  Lender or any other  subsequent  purchaser  of the
Property shall become the owner of the Property by reason of the  foreclosure of
the Security  Instrument  or the  acceptance  of a deed or assignment in lieu of
foreclosure  or by reason of any other  enforcement  of the Security  Instrument
(Lender on such other purchaser being hereinafter referred as "Purchaser"),  and
the conditions set forth in Section 2 above have been met at the time

<PAGE>

Purchaser  becomes owner of the  Property,  the Lease shall not be terminated or
affected  thereby but shall  continue in full force and effect as a direct lease
between Purchaser and Tenant upon all of the terms, covenants and conditions set
forth in the Lease and in that event,  Tenant  agrees to attorn to Purchaser and
Purchaser by virtue of such  acquisition of the Property shall be deemed to have
agreed to accept such attornment, provided, however, that Purchaser shall not be
(a)  liable  for the  failure of any prior  landlord  (any such prior  landlord,
including Landlord and any successor landlord,  being hereinafter referred to as
a "Prior Landlord") to perform any of its obligations under the Lease which have
accrued  prior to the date on which  Purchaser  shall  become  the  owner of the
Property,  provided that the foregoing shall not limit  Purchaser's  obligations
under  the Lease to  correct  any  conditions  that (i)  existed  as of the date
Purchaser  shall become the owner of the  Property and (ii) violate  Purchaser's
obligations  as  landlord  under the  Lease;  provided  further,  however,  that
Purchaser shall have received  written notice of such  omissions,  conditions or
violations  and has had a reasonable  opportunity to cure the same, all pursuant
to the terms and conditions of the Lease, (b) subject to any offsets,  defenses,
abatements or counterclaims  which shall have accrued in favor of Tenant against
any Prior Landlord prior to the date upon which Purchaser shall become the owner
of the Property,  (c) liable for the return of rental security deposits, if any,
paid by Tenant to any Prior  Landlord in  accordance  with the Lease unless such
sums are  actually  received  by  Purchaser,  (d) bound by any payment of rents,
additional  rents or other  sums  which  Tenant  may have paid more than one (1)
month in  advance  to any  Prior  Landlord  unless  (i) such  sums are  actually
received by Purchaser or (e) bound by any agreement  terminating  or amending or
modifying the rent, term, commencement date or other material term of the Lease,
or any voluntary surrender of the premises demised under the Lease, made without
Lender's  or  Purchaser's  prior  written  consent  prior to the time  Purchaser
succeeded to Landlord's interest, other than with respect to the exercise of any
right,  options,  or  elections  presently  contained  in the Lease,  including,
without  limitation,  options to terminate  and options to extend.  In the event
that any  liability of Purchaser  does arise  pursuant to this  Agreement,  such
liability  shall be  limited  and  restricted  to  Purchaser's  interest  in the
Property and shall in no event exceed such interest.

         4. NOTICE TO TENANT. After notice is given to Tenant by Lender that the
Landlord is in default under the Note and the Security  Instrument  and that the
rentals  under the Lease  should be paid to Lender  pursuant to the terms of the
assignment  of leases and rents  executed and delivered by Landlord to Lender in
connection  therewith,  Tenant shall  thereafter pay to Lender or as directed by
the Lender,  all  rentals and all other  monies due or to become due to Landlord
under the Lease and Landlord  hereby  expressly  authorizes  Tenant to make such
payments to Lender and hereby releases and discharges  Tenant from any liability
to Landlord on account of any such payments.

         5. NOTICE TO LENDER AND RIGHT TO CURE.  Tenant shall  notify  Lender of
any default by Landlord  under the Lease and agrees  that,  notwithstanding  any
provisions of the Lease to the contrary, no notice of cancellation thereof or of
an abatement  shall be effective  unless  Lender shall have  received  notice of
default  giving rise to such  cancellation  or  abatement  and shall have failed
within sixty (60) days after receipt of such notice to cure such default,  or if
such  default,  or if such default  cannot be cured within sixty (60) days after
receipt of such notice to commence and thereafter  diligently  pursue any action
necessary to cure such default. Notwithstanding the foregoing, Lender shall have
no obligation to cure any such default.

         6. NOTICES. All notices or other written communications hereunder shall
be deemed to have been property given (i) upon delivery,  if delivered in person
or by facsimile transmission with

<PAGE>

receipt  acknowledged  by the  recipient  thereof and  confirmed by telephone by
sender,  (ii) one (1)  Business  Day  (hereinafter  defined)  after  having been
deposited for overnight  delivery with any reputable  overnight courier service,
or (iii) three (3) Business Days after having been  deposited in any post office
or mail depository  regularly maintained by the U.S. Postal Services and sent by
registered  or  certified  mail,  postage  prepaid,  return  receipt  requested,
addressed as follows:

If to Tenant:      ____________________
                   ____________________

If to Lender:      ____________________
                   ____________________
                   ____________________

or addressed as such party may from time to time designated by written notice to
the other parties. For purposes of this Section 0, the term "Business Day" shall
mean a day on which  commercial  banks are not  authorized or required by law to
close in the state where the Property is located.  Either party by notice to the
other may designated additional or different addresses for subsequent notices or
communications.

         7.  SUCCESSORS AND ASSIGNS.  This  Agreement  shall be binding upon and
inure to the  benefit  of  Lender,  Tenant and  Purchaser  and their  respective
successors and assigns.

         8.  GOVERNING  LAW.  This  Agreement  shall be deemed to be a  contract
entered into pursuant to the laws of the State where the Property is located and
shall in all respects be governed, construed, applied and enforced in accordance
with the laws of the State where the Property is located.

         9.  MISCELLANEOUS.  This Agreement may not be modified in any manner or
terminated except by an instrument in writing executed by the parties hereto. If
any term, covenant or condition of this Agreement is held to be invalid, illegal
or unenforceable in any respect,  this Agreement shall be construed without such
provision.  This Agreement may be executed in any number of duplicate  originals
and each duplicate  original  shall be deemed to be an original.  This Agreement
may be executed in several  counterparts,  each of which  counterparts  shall be
deemed an original  instrument  and all of which  together  shall  constitute  a
single Agreement.  The failure of any part hereto to execute this Agreement,  or
any  counterpart  hereof,  shall not  relieve the other  signatories  from their
obligations  hereunder.  Whenever  the context may require,  any  pronouns  used
herein shall include the corresponding masculine,  feminine or neuter forms, and
the singular form of nouns and pronouns shall include the plural and vice versa.

     IN WITNESS WHEREOF,  Lender and Tenant have duly executed this Agreement as
of the date first above written.

                                            LENDER:

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

                                            TENANT:

                                                   /s/ Alex Titomirdv
                                            ------------------------------
                                            By: President/CEO
                                               ---------------------------
                                            Name: Alex Titomirdv
                                                  ------------------------

<PAGE>

                          ADDENDUM TO LEASE AGREEMENT

     This Addendum to Lease Agreement (the  "Addendum") is made effective of the
8th day of July,  1999, by and among  JEMAL'S/CAYRE  6010 EXECUTIVE BLVD.  L.L.C
("Landlord") and INFORMAX, INC. ("Tenant);

     Whereas,  Landlord and Tenant  executed and Office  Lease  Agreement  dated
March 25, 1999 (the "Lease") for Twelve Thousand Six Hundred Twenty Four (12,624
square feet of space (the "Initial Premises") on the tenth floor of the Building
located at 6010 Executive Blvd., Rockville, Maryland (the "Building").

         Whereas,  Tenant now wishes to lease  additional  space at the Building
and extend the term of the Lease,  and  Landlord  is willing to rent Tenant such
additional  space and  extend the term of the Lease all in  accordance  with the
terms hereinafter set forth;

     Now,  Therefore,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     1.  MODIFICATION  TO LEASE.  The terms of this Addendum  shall be deemed to
modify  and  supplement  the  terms  of  the  Lease  and  in  the  event  of any
inconsistencies the terms of this Addendum shall control.  All references herein
and in the future to the "Lease", unless the context is clearly otherwise, shall
be deemed to the Lease as amended by this Addendum.  All capitalized  terms used
herein  shall  have the  meanings  as set forth in the Lease,  unless  otherwise
expressly defined herein.

      2. NEW SPACE. Landlord hereby leases to the Tenant the additional space as
depicted  on  Exhibit  A  hereto  as the "New  Space",  being  approximately  an
additional Five Thousand Six Hundred (5,600) square feet, including core factor,
located on the 5th floor at the  Building.  The actual Net Rentable  Area of the
New Space will be determined in the manner set forth in Section  1.01.H.  of the
Lease.  Hereafter,  the "Net  Rentable Area of the Premises" for all purposes of
the Lease shall be the Net  Rentable  Area of the Initial  Premises,  as finally
determined  in  accordance  with  Section  1.01 H. of the  Lease.  The  Tenant's
Pro-Rata share under the Lease after the date of this Addendum shall be computed
using the actual square footages of the Initial  Premises and the New Space. All
references  in the Lease,  as amended by this  Addendum,  to  "Premises",  shall
include both the Initial Premises and the New Space.

     3. ANNUAL BASE RENT. Commencing on the Commencement Date (as defined in the
Lease),  the Base Rent for the  Premises  (which  includes the New Space and the
Initial Premises) shall be the sum of (i) of the product of $24.25 multiplied by
the Net Rentable Area of the Initial Premises; and (ii) of the product of $24.25
multiplied  by the  Net  Rentable  Area of the New  Space.  Notwithstanding  the
foregoing,  the portion of the monthly Base Rent  attributable  to the New Space
shall be abated for the period ending on the earlier of (i) 120


                                       1
<PAGE>

days from the date of final execution of this Addendum; or (ii) the date the New
Space is substantially  completed  sufficient to permit Tenant to occupy the New
Space.

     4. ADDITIONAL SECURITY DEPOSIT. Upon execution of this Addendum, the Tenant
shall pay to  Landlord  the sum of  $11,316.66,  such  amount to be added to and
become part of the "Deposit" under Section 7.01 of the Lease.

     5. ADDITIONAL  PARKING PERMITS.  The number of parking permits set forth in
Section is hereby  increased  from "32" to "45",  effective  upon Tenant  taking
occupancy of the New Space.

     6. CONDITION OF NEW SPACE. Construction of the New Space shall be undertake
and governed by the  provisions of ARTICLE IV of the Lease,  including,  but not
limited to, the provisions for the payment by Landlord of a $25.00 Allowance per
rentable square foot of the New Premises. Landlord shall allow Tenant to use the
Allowance  for the "New Space" for the  completion of the  improvements  for the
Initial  Premises,  provided (i) the total does not exceed $25.00  multiplied by
the net rentable area of the Initial Premises and New Space, and (ii) no portion
of the  Allowance  attributable  to the New Space  shall be payable  until after
Tenant has taken occupancy of the New Space.

     7.  APPLICABILITY  OF LEASE.  Subsequent to the date of this Addendum,  all
references in the Lease to the "Demised  Premises" or  "Premises"  shall include
the  Initial  Premises  as set forth in the Lease and the New  Space.  It is the
intent  of the  parties  that  except as  otherwise  expressly  provided  herein
(including  the provisions  for different  rental rates for the  Premises),  the
continued  use and  occupancy of the New Space shall be subject to all the terms
and conditions of the Lease, as if the New Space was originally included as part
of the Premises. Except as otherwise expressly provided herein, all the terms of
the Lease  shall  remain in full force and effect and shall not be  modified  or
otherwise  effected by this  Addendum.  The parties  acknowledge  that the Lease
currently is the full force and effect,  and that  currently  no defaults  exist
thereunder.

     8. ENTIRE AGREEMENT.  This Addendum constitutes the entire understanding of
the parties hereto  relating to the subject matter hereof,  and shall be binding
upon,  and inure to the benefit of, the parties  hereto,  their  successors  and
assigns.  This Addendum may not be amended except by a writing signed by all the
parties hereto.

     In  Witness  Whereof,  the  parties  have  signed  this  Addendum  to Lease
Agreement effective this 8 day of July 1999.


                                       2
<PAGE>

JEMAl's/CAYRE 6010 EXECUTIVE BLVD. L.L.C.

By: /s/ Douglas Jemal
    -------------------------
    Douglas Jemal, Authorized Member


INFORMAX, INC.


BY: /s/ Alex Titomirov
    -------------------------


State of Maryland
-----------------------------
County of Frederick          , ss
-----------------------------

     This instrument was acknowledged  before me on this 13th day of July, 1999,
by Douglas Jemal,  in his capacity as Authorized  Member of  Jemal's/Cayre  6010
Executive Blvd. L.L.C.


                                        /s/ Leslie V. Trimble
SEAL                                    ------------------------------
My Commission Expires                   Notary Public
                                        Leslie V. Trimble
                                        Notary Public State of Marylamd
                                        My Commission Expires October 31, 2000
-----------------------------
                             , ss
-----------------------------

     This instrument was  acknowledged  before me on this 8th day of July, 1999,
by Kimberly B. Durazo in capacity as Dir. of Operations of Informax,
Inc.


                                        /s/ Kimberly Barondess Durazo
SEAL                                    ------------------------------
My Commission Expires                   Notary Public
                                        Kimberly M. Barondess
                                        Notary Public State of Maryland
                                        My Commission Expires January 23, 2002

                                       3
<PAGE>



                                   EXHIBIT A

                                   NEW SPACE

















                                       4

<PAGE>

                                   EXHIBIT C

                          FORM OF COMMENCEMENT NOTICE

     This  Commencement  Notice is entered  into this 22 day of July,  1999,  by
Jemal's/Cayre  Executive  Blvd 6010  L.L.C.  ("Landlord"),  and  INFORMAX,  INC.
("Tenant"),  pursuant to the  provisions  of that certain Lease  Agreement  (the
"Lease")  dated March 31st,  1999, by and between  Landlord and Tenant  covering
certain  space  in the  office  building  identified  as  6010  Executive  Blvd.
Rockville,  Maryland (the "building").  All terms used herein with their initial
letter capitalized shall have the meaning assigned to such terms in the Lease.

                               W I T N E S S E T H

     1. The Building,  the Premises,  and all other improvements  required to be
constructed  and furnished by Landlord in accordance with the terms of the Lease
have been satisfactorily completed by the Landlord and accepted by the Tenant.

     2. The Premises have been delivered to, and accepted by, the Tenant

     3. The Commencement Date of the Lease is the 1 day of August, 1999, and the
Expiration Date is the last day of July, 2006.

     4. The  Premises  consist  of  18,224  square  feet of Net  Rentable  Area.
Tenant's Pro-Rata share is 15.14%.

     5. The Base Rent is $441,932.00 per annum.

     6. Remittance of monthly  installments and the foregoing  payments shall be
made on the  first  (1st)  day of each  month in  accordance  with the terms and
conditions of the Lease.

     IN WITNESS  WHEREOF,  Landlord  and Tenant  have set their  hands and seals
hereunto  and have  caused  this  Commencement  Notice  to be  executed  by duly
authorized   officials  thereof,   the  day  and  year  respectively  set  forth
hereinabove.

                         LANDLORD:

                         JEMAL'S/CAYRE EXECUTIVE BLVD. 6010 L.L.C.

                         BY: /s/ Douglas Jemal
                             ------------------------------



                          TENANT:

                          INFORMAX, INC.

                          BY:  /s/ Joseph  E. Lehnen
                               ----------------------------
                               Chief Financial Officer

<PAGE>




                       SECOND ADDENDUM TO LEASE AGREEMENT

     This Second  Addendum to Lease  Agreement  (the "Second  Addendum") is made
effective as of the 1st day of February,  2000,  by and among JEMAL'S CAYRE 6010
EXECUTIVE BLVD L.L.C. ("Landlord") and INFORMAX, INC. ("Tenant");

     Whereas,  Landlord and Tenant  executed and Office  Lease  Agreement  dated
March 31,  1999 (the  "Lease")  for Twelve  Thousand  Six  Hundred  Twenty  Four
(12,624) square feet of space (the "Initial Premises") on the tenth floor of the
Building located at 6010 Executive Blvd., Rockville, Maryland (the "Building");

     Whereas,  by  Addendum to Lease  dated July 8, 1999 (the  "Addendum"),  the
parties amended the Lease by adding an additional  5,600 square feet of space to
the Premises  (the "New  Space"),  increasing  the total  square  footage of the
Premises to 18,224;

     Whereas,  Tenant now wishes to lease  additional  space at the Building and
Landlord is willing to rent Tenant such additional  space all in accordance with
the terms hereinafter set forth;

     Now,  Therefore,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties as follows:

     1. MODIFICATION TO LEASE. The terms of this Second Addendum shall be deemed
to modify and  supplement  the terms of the Lease as amended by the Addendum and
in the event of an  inconsistencies  the  terms of this  Second  Addendum  shall
control.  All  references  herein and in the future to the  "Lease",  unless the
context is clearly otherwise, shall be deemed to be the Lease as amended by this
Second Addendum and the Addendum.  All capitalized  terms used herein shall have
the  meanings  as set forth in the Lease,  unless  otherwise  expressly  defined
herein.

     2.  EXPANSION  SPACE.  Landlord  hereby leases to the Tenant the additional
space  as  depicted  on  Exhibit  A hereto  as the  "Expansion  Space"  being an
additional  Three  Thousand  Seventy Six (3,076)  square  feet,  including  core
factor,  located on the fifth (5th) floor at the Building. The Net Rentable Area
of the  Expansion  Space has been  determined in the manner set forth in Section
1.01.H. of the Lease. Hereafter, the "Net Rentable Area of the Premises" for all
purposes  of the  Lease  shall be  21, 300  square  feet  (being  the sum of Net
Rentable  Area of (i) the  Expansion  Space  (ii) the New  Space;  and (iii) the
Initial Premises.  The Tenant's Pro-Rata share under the Lease after the date of
this Second  Addendum shall  be 17.6%.  All references to Premises in the Lease,
as amended by this Second Addendum and the Addendum,  "Premises",  shall include
the InitialPremises, the New Space, and the Expansion Space.

     3. ANNUAL BASE RENT. Commencing on the Commencement Date (as defined in the
Lease),  the Base Rent for the  Premises  (which  includes  the New  Space,  the
Expansion  Space  and the  Initial  Premises)  shall be the  product  of  $24.25
multiplied by the Net Rentable Area of


                                       1
<PAGE>

the Premises,  being $516,525.00.  Notwithstanding the foregoing, the portion of
the monthly Base Rent  attributable  to the Expansion  Space shall be abated for
the  period  ending  on the  earlier  of (i) 120  days  from  the  date of final
execution  of  this  Addendum;   or  (ii)  the  date  the  Expansion   Space  is
substantially  completed  sufficient  to permit  Tenant to occupy the  Expansion
Space.  The Base Rent shall be  continued to be adjusted in the manner set forth
in the Lease.

     4. ADDITIONAL SECURITY DEPOSIT. Upon execution of this Second Addendum, the
Tenant  shall pay to Landlord the sum of  $6,216.08,  such amount to be added to
and become part of the "Deposit"  under Section 7.01 of the Lease,  as increased
under Paragraph 4 of the Addendum.

     5. ADDITIONAL  PARKING PERMITS.  The number of parking permits set forth in
Section 3.01 is hereby increased from "45" to "53", effective upon Tenant taking
occupancy of the Expansion Space.

     6.  CONDITION OF NEW SPACE.  Construction  of The Expansion  Space shall be
undertaken and governed by the provisions of ARTICLE IV of the Lease, including,
but not  limited  to, the  provisions  for the  payment by  Landlord of a $25.00
Allowance per rentable square foot of the  Expansion  Space.  Landlord shall all
Tenant to use the Allowance for the "Expansion  Space" for the completion of the
improvements  for the Initial  Premises and/or the New Space provided no portion
of the  Allowance  attributable  to the  Expansion  Space shall be payable until
after Tenant has taken occupancy of the Expansion Space.

     7. APPLICABILITY OF LEASE.  Subsequent to the date of this Second Addendum,
all  references  in the Lease to the  "Demised  Premises"  or  "Premises"  shall
include the Initial Premises as set forth in the Lease and the New Space and the
Expansion  Space.  It is the  intent of the  parties  that  except as  otherwise
expressly  provided  herein,  the  continued  use and occupancy of the Expansion
Space shall be subject to all the terms and  conditions of the Lease,  as if the
Expansion  Space was  originally  included  as part of the  Premises.  Except as
otherwise  expressly  provided herein, all the terms of the Lease, as previously
amended by the Addendum,  shall remain in full force and effect and shall not be
modified or otherwise effected by this Second Addendum.  The parties acknowledge
that the Lease  currently  is in full force and effect,  and that  currently  no
defaults exist thereunder.

     8.  ENTIRE   AGREEMENT.   This  Second  Addendum   constitutes  the  entire
understanding  of the parties hereto relating to the subject matter hereof,  and
shall be binding upon,  and inure to the benefit of, the parties  hereto,  their
successors  and assigns.  This Second  Addendum  may not be amended  except by a
writing signed by all the parties hereto.

     In Witness  Whereof,  the parties have signed this Second Addendum to Lease
Agreement effective this 22 day of February 2000.

                  (signature on next page)


                                       2
<PAGE>

JEMAL'S/CAYRE 6010 EXECUTIVE BLVD. L.L.C.

By: /s/ Douglas Jemal

------------------------
Douglas Jemal, Authorized Member

INFORMAX, INC.


BY: /s/ Joseph E. Lehnen

------------------------
Chief Financial Officer

State of Maryland

------------------------
County of  Frederick, ss

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

         This  instrument  was  acknowledged  before  me on  this  29th  day  of
February,  2000,  by Douglas  Jemal,  in his  capacity as  Authorized  Member of
Jemal's/Cayre 6010 Executive Blvd. L.L.C.

                                      /s/ Leslie V. Trimble
                                      --------------------------
                                      Notary Public
                                      LESLIE V. TRIMBLE
SEAL                                  NOTARY PUBLIC STATE OF MARYLAND
My Commission Expires                 My Commission Expires October 31, 2000
_____________________________
_____________________________, ss

         This  instrument  was  acknowledged  before  me on  this  22nd  day  of
February,    2000,    by     ______________________    in    his/her    capacity
________________________________________________ of Informax, Inc.

                                    /s/ Kimberly M. Barondess
                                    ----------------------------
                                    KIMBERLY M. BARONDESS
SEAL                                NOTARY PUBLIC STATE OF MARYLAND
My Commission Expires               My Commission Expires January 23, 2002


                                       3
<PAGE>

                                    EXHIBIT A


                                 EXPANSION SPACE


                                       4
<PAGE>





                                [GRAPHIC OMITTED]


<PAGE>

                       THIRD ADDENDUM TO LEASE AGREEMENT

This Third Addendum to Lease Agreement (the "Third  Addendum") is made effective
as of the 19th day of May, 2000, by and among JEMAL'S/CAYRE 6010 EXECUTIVE BLVD.
L.L.C. ("Landlord") and INFORMAX, INC. ("Tenant");

Whereas,  Landlord and Tenant executed an Office Lease Agreement dated March 31,
1999 (the "Lease") for Twelve  Thousand Six Hundred Twenty Four (12,624)  square
feet of space  (the  "Initial  Premises")  on the  tenth  floor of the  Building
located at 6010 Executive Blvd., Rockville, Maryland (the "Building");

Whereas,  by Addendum to Lease dated July 8, 1999 (the "Addendum"),  the parties
amended  the Lease by adding an  additional  5,600  square  feet of space to the
Premises (the "New Space"),  increasing the total square footage of the Premises
to 18,224;

Whereas,  by Second  Addendum to Lease dated as of February 1, 2000 (the "Second
Addendum"),  the parties amended the Lease by adding an additional  3,076 square
feet of space to the Premises  (the  "Expansion  Space"),  increasing  the total
square footage of the Premises to 21,300 square feet;

Whereas,  Tenant  now  wishes  to lease  additional  space at the  Building  and
Landlord is willing to rent Tenant such additional  space all in accordance with
the terms hereinafter set forth;

Now, Therefore, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:

1.  MODIFICATION  TO LEASE.  The terms of this Third Addendum shall be deemed to
modify and  supplement  the terms of the Lease as amended  by the  Addendum  and
Second Addendum and in the event of any  inconsistencies the terms of this Third
Addendum shall control.  All references herein and in the future to the "Lease",
unless  the  context is  clearly  otherwise,  shall be deemed to be the Lease as
amended by the  Addendum,  the Second  Addendum  and this  Third  Addendum.  All
capitalized terms used herein shall have the meanings as set forth in the Lease,
unless otherwise expressly defined herein.


                                       1
<PAGE>

2. EXPANSION SPACE. Landlord hereby leases to the Tenant the additional space as
depicted on Exhibit A hereto as the "Third  Expansion Space" being an additional
Three Thousand Seventy Six (3,076) square feet,  including core factor,  located
on the  eighth  (8th)  floor  at the  Building.  The  Net  Rentable  Area of the
Expansion  Space has been determined in the manner set forth in Section 1.01. H.
of the  Lease.  Hereafter,  the  "Net  Rentable  Area of the  Premises"  for all
purposes  of the Lease  shall be 24,376  square  feet  (being the sum of the Net
Rentable Area of (i) the Expansion Space; (ii) the New Space;  (iii) the Initial
Premises;  and the (iv) Third Expansion Space. The Tenant's Pro-Rata share under
the Lease after the date of this Third Addendum shall be 20.14%.  All references
to Premises in the Lease, as amended by this Third Addendum, the Second Addendum
and the Addendum, "Premises", shall include the Initial Premises, the New Space,
the Expansion Space and the Third Expansion Space.

3. ANNUAL BASE RENT.  Commencing  on the first day of the Second  Lease Year (as
defined in the Lease),  the Base Rent for the Premises  (which  includes the New
Space, the Expansion Space, the Third Expansion Space and the Initial  Premises)
shall be the sum of (i) the product of $24.98  multiplied by 21,300 square feet;
and (ii) the product of $28.50 multiplied by 3,076 (being the Net Rental Area of
the Third Expansion  Space.  Notwithstanding  the foregoing,  the portion of the
monthly Base Rent  attributable to the Third Expansion Space shall be abated for
the  period  ending  on  the  earlier  of (i) 90  days  from  the  date of final
execution of this Third Addendum;  or (ii) the date the Third Expansion Space is
substantially  completed  sufficient  to  permit  Tenant  to  occupy  the  Third
Expansion  Space.  The Base Rent shall be continued to be adjusted in the manner
set forth in the Lease.

4.  ADDITIONAL  SECURITY  DEPOSIT.  Upon execution by this Third  Addendum,  the
Tenant  shall pay to Landlord the sum of  $7,305.00,  such amount to be added to
and become part of the "Deposit"  under Section 7.01 of the Lease,  as increased
under Paragraph 4 of the Addendum.

5.  ADDITIONAL  PARKING  PERMITS.  The  number of parking  permits  set forth in
Section 3.01,  as previously  amended,  is hereby  increased  form "53" to "60",
effective upon Tenant taking occupancy of the Third Expansion Space.

6. CONDITION OF THIRD EXPANSION SPACE. Construction of the Third Expansion Space
shall be undertaken  and governed by the  provisions of ARTICLE IV of the Lease,
including,  but not limited to, the  provisions for the payment by Landlord of a
$25.00 Allowance per rentable square foot of the Third Expansion Space. Landlord
shall allow Tenant to use the Allowance for the "Third  Expansion Space" for the
completion of the  improvements for the Initial Premises and/or the New Space or
the Expansion  Space  provided no portion of the Allowance  attributable  to the
Third Expansion Space shall be payable until after Tenant has taken occupancy of
the Third Expansion Space.

7.  APPLICABILITY OF LEASE.  Subsequent to the date of this Third Addendum,  all
references in the Lease to the "Demised  Premises" or  "Premises"  shall include
the  Initial  Premises  as set  forth  in the  Lease  and  the  (i)  New  Space;
(ii) Expansion  Space;  and (iii) Third Expansion Space. It is the intent of the
parties  that  except  as  otherwise  expressly  provided  herein,  the  use and
occupancy  of the Third  Expansion  Space  shall be subject to all the terms and
conditions of the Lease, as if the Third Expansion Space was originally included
as part of the Premises.  Except as otherwise expressly provided herein, all the
terms of the  Lease,  as  previously  amended  by the  Addendum,  and the Second
Addendum,  shall  remain in full force and effect and shall not be  modified  or
otherwise  effected by this Third  Addendum.  The parties  acknowledge  that the
Lease  currently  is in full force and effect,  and that  currently  no defaults
exist thereunder.


                                       2
<PAGE>

9. ENTIRE AGREEMENT. This Third Addendum constitutes the entire understanding of
the parties hereto  relating to the subject matter hereof,  and shall be binding
upon,  and inure to the  benefit  of, the parties  hereto,  and their  permitted
successors  and  assigns.  This Third  Addendum  may not be amended  except by a
writing signed by all the parties hereto.

In Witness  Whereof,  the  parties  have  signed  this Third  Addendum  to Lease
Agreement effective this 26th day of June 2000.


JEMAL'S/CAYRE 6010 EXECUTIVE BLVD. L.L.C.

By: /s/ Douglas Jemal
    -----------------
    Douglas Jemal, Authorized Member


INFORMAX, INC.


BY: /s/ Joseph E. Lehnen
    --------------------
    Chief Financial Officer 5/19/00

___________________

___________________  ss

This  instrument was  acknowledged  before  me on this 19th day of May, 2000, by
Douglas   Jemal,  in his capacity as  Authorized  Member of  Jemal's/Cayre  6010
---------------                                              -------------------
Executive Blvd., L.L.C.
----------------------


/s/ Cecille A. Thorp
------------------

SEAL                                        Notary Public

   Cecille A. Thorp, Notary Public
          Montgomery County
          State of Maryland
My Commission Expires Feb. 18, 2004


                                       3
<PAGE>

State of Maryland
-------------------
County of Frederick, ss
-------------------

This instrument was  acknowledged  before me on this 26th day of June,  2000, by
Douglas  Jemal in  his/her  capacity  as  Managing  Member  of  Informax,  Inc.,
                                          ----------------      ---------------
Executive Blvd., 6010, LLC.
---------------------------

/s/ Leslie V. Trimble
---------------------


SEAL                                        Notary Public


My Commission Expires

          LESLIE V. TRIMBLE
   NOTARY PUBLIC STATE OF MARYLAND
My Commission Expires October 31, 2000


EXHIBIT A

     THIRD EXPANSION SPACE


                                       4
<PAGE>














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