<PAGE>    

                             STANDARD OFFICE LEASE

         THIS AGREEMENT OF LEASE (the "Lease") is made as of this 4 day of
Nov, 1996, by and between LAMBDIN DEVELOPMENT COMPANY, a corporation duly
organized and existing under the laws of the State of Maryland ("Landlord"), as
landlord, and ALCORE, INC., (the "Tenant"), as tenant.

                                  ARTICLE I

                  General Provisions: Premises, Preparation

         1.1 Premises. Landlord hereby leases to Tenant, and Tenant hereby
leases from Landlord, the premises shown on the floor plan attached as Exhibit A
to this Lease consisting of Two Thousand Six (2,006) Rentable Square Feet of
leased space (the "Leased Premises") located in that one (1) story office
building primarily of brick and masonry construction containing Nine Thousand
Six Hundred Fifteen (9,615) square feet of Total Rentable Space, known as 1250
Brass Mill Road, Suite 5 (the "Buildings") located on the property containing
approximately 1.292 acres, more or less, and more particularly shown on a plat
entitled "Final Plat Thirteen - Riverside Business Park", recorded among the
Land Records of Harford County in Liber 54, folio 62, the improvements to which
are known as 1250 Brass Mill Road, Belcamp, MD 21017 (collectively the Building
and the foregoing are referred to as the "Property") together with necessary
access, parking and utility easements to serve the Leased Premises, upon the
terms and conditions stated in this Lease. The Leased Premises is one of several
suites to be leased in the Building and includes the Interior Common Area.

         1.2 Defined Terms and Lease Summary. The following are definitions of 
terms used in this Lease, and not otherwise or elsewhere defined, and a 
summary of the basic economic terms of the tenancy created hereunder:

             (a) Additional Rent. See Section 3.8.

             (b) Advance Rent. $2,006.00 (See Section 3.9)
 
             (c) Base Rent. $18,976.76 per year during the first twelve (12)
full calendar months of the lease and thereafter the Base Rent due shall be 
pursuant to Exhibit C (See Secton 3.1).

             (d) Building Expenses. See Section 3.4.

             (e) Commencement Date. See Section 2.1.

             (f) Common Area or Common Areas. Means all areas within the 
Building or within the Property reserved by the Landlord for the common,
non-exclusive use of the tenants and their invitees, including, but not limited
to, the entrance areas to the Building, the parking areas, areas reserved for
motor vehicle traffic for means of ingress and egress to, from and within the
Property, all landscaped areas and such other areas as may be designated by the
Landlord. The Landlord reserves the right to change any part or all of the
common areas, to relocate the same, provided that in making such change, the
Landlord does not materially, adversely affect the Tenant's use and enjoyment of

the Leased Premises.

             (g) Completion Date. See Section 15.4(a)

             (h) Expense Pass-Through. Tenants shall pay as Additional Rent 
Tenant's Proportionate Share of the Impositions (see Section 3.2), the Utility
Cost (See Section 3.3), Building Expenses (see Section 3.4) and casualty, public
liability and workmen's compensation insurance for the Building (see Section 
10.1 and 10.3).

             (i) Estimated Expense Pass-Through. See Section 3.10.

             (j) Estimated Utility Cost. See Section 3.3.

             (k) Expiration Date. The date which is one (1) year from the
Commencement Date (see Section 2.1). If this Lease is canceled or terminated 
prior to the originally fixed expiration date, then the expiration date shall be
the date on which this Lease is so canceled or terminated. However, if this
Lease is canceled or terminated prior to the originally fixed expiration date by
reason of Tenant's default, Tenant's liability under the provisions of this
Lease shall continue until the date the term of this Lease would have expired 
had the cancellation or termination not occurred, as further provided in 
Article XIII below.

             (l) Impositions. See Section 3.2.

             (n) Interior Common Area. Means the area within the Building 
commonly used by the tenants of Suites 4 and 5, including the common entrance 
way, hallway, bathrooms and kitchenette. The Interior Common Area is 319 
square feet, as shown on Exhibit A. (See Section 3.1.)

             (m) Insurance Requirements. This means the applicable provisions 
of any casualty or liability insurance policy carried by Landlord or Tenant
covering the Leased Premises, the Property, or any part of either; all
requirements of the issuer of any such policy; and the applicable regulations
and other requirements of the National Board of Fire Underwriters, any
applicable local board of fire underwriters, and any other body exercising a
similar function.

             (o) Landlord's Agents. This means Landlord's managing member, 
employees, servants, licensees, assignees, contractors, representatives, heirs, 
successors, legatees and devisees.

             (p) Legal Requirements. This means all applicable laws, ordinances,
notices, orders, rules, regulations and requirements of all federal, state,
county or municipal governments or the departments, commissions, boards and 
officers thereof.

             (q) Mortgage. This means any mortgage, deed to secure debt, trust
indenture, or deed of trust which may now or later encumber or be a lien upon
the Leased Premises or the Property, and any agreements, renewals, 
modifications, consolidations, replacements and extensions set forth therein 
or to any instrument referred to in this section.


             (r) Mortgagee. This means the holder of any Mortgage.

<PAGE>

             (s) Notice Addresses. (See also Section 15.8).

                 Landlord's Notice Address:

                 Lambdin Development Company
                 P.O. Box 676
                 Bel Air, MD 21014-0676

                 Landlord's Notice Copy Address:




                 Tenant's Notice Address:

                 Alcore, Inc.
                 Suite 5
                 1250 Brass Mill Road
                 Belcamp, MD 21017

                 Tenant Notice Copy Address:


            
             (t) Person. This means an individual, fiduciary, estate, trust,
partnership, firm, association, corporation, or other organization, or a
government or governmental authority.

             (u) Repair. This includes the words "replacement and restoration",
"replace and restore" or "replace or restore", as the case may be.

             (v) Review Date. See Section 10.4.

             (w) Security Deposit. $2006.00.

             (x) Tenant's Proportionate Share. 21% (calculated by dividing the 
area of the Leased Premises by the Total Rentable Space in the Building - see 
Sections 2.2, 3.2, 3.3, 3.4, 3.10, 10.1 and 10.3).

             (y) Tenant's Agents. This includes Tenant's representatives, 
officers, stockholders, directors, employees, servants, licensees, tenants,
subtenants, assignees, contractors, heirs, successors, legatees and devisees.

             (z) Term. See Section 2.1(a).

             (aa) Total Rentable Space. Means the gross square foot area of the
Building. The Total Rentable Space is 9,615 square feet.

             (bb) Utility Cost. See Section 3.3.


                                  ARTICLE II

                                  Lease Term

         2.1 Term.

             (a) The term of this Lease shall begin on the Commencement Date and
shall end on the Expiration Date, unless sooner terminated as provided in this
Lease (such term as it may be extended pursuant to this Lease being called the
"Term").

             (b) "Commencement Date" shall be the date specified in Landlord's 
notice to Tenant that Tenant may take possession of the Leased Premises. Not 
withstanding above, Lease shall commence 12/1/96 and tenant may take possession
at signing of Lease.

         Upon the request of either Landlord or Tenant, the other party shall
execute a written agreement, in recordable form if requested, acknowledging the
Commencement Date of the Term, and the Expiration Date.

         2.2 Renewal Option.

             (a) Provided that this Lease shall be in good standing and in full
force and effect and shall not theretofore have been terminated and that Tenant
shall not be or have been within six (6) months of the expiration of the then
current term of this Lease in default under any of these terms or conditions of
this Lease, Tenant shall have the option to renew this Lease for one (1)
additional consecutive term of four (4) years, by notifying Landlord in writing,
sent by certified mail, to the Notice Address of Landlord, of Tenant's election
not fewer than one hundred eighty (180) days before the expiration of the then
current term of this Lease.

             (b) The renewal shall be on the same terms and conditions set forth
in this Lease, except as follows:

                 (i)  the terms of any further renewals shall be governed by
Section 2.2(a) above, as reduced by the exercise and expiration of any renewal
options thereunder, and 

                 (ii) the Base Rent for the initial year of the applicable
renewal period shall be the Base Rent as determined in accordance with Exhibit
C. The Base Rent for each year after the initial year of the applicable renewal
period shall be increased in accordance with Exhibit C hereof.

<PAGE>

                                 ARTICLE III

                                     Rent

         3.1 Annual Base Rent. Beginning on the Commencement Date, or on the
first day of the month next following if the Commencement Date falls on other
than the first day of a month, Tenant shall pay to Landlord annual Base Rent of
$18,976.76 (the "Base Rent", as modified from time to time and as set forth in

Exhibit C) payable to Landlord in equal monthly installments at the rate of
$1,581.40 per month, without demand or set-off, in legal tender, and in advance
on the first day of each of the first (1st) twelve (12) calendar months during
the Term. Thereafter, the annual and monthly rates for each succeeding twelve
(12) calendar month period during the initial three (3) year term of this
Agreement and any renewal periods shall be in accordance with Exhibit C. If the
Commencement Date shall fall on a day other than the first day of a calendar
month, the Tenant shall pay to Landlord together with the first monthly payment,
Rent for the month in which the Commencement Date shall occur, calculated by
prorating the monthly Rent payment from the Commencement Date through the end of
the first partial calendar month of the initial term of this Lease. Tenant shall
make all rental payments to Landlord's notice address as specified in Section
1.2(s) hereof or to such other address as may be designated by Landlord. In
addition to Base Rent, Tenant shall pay Rent and Additional Rent on their share
of the Interior Common Area calculated at the same rent per square foot for the
Leased Premises. Suite 5 share is 161 square feet (50.5% of 319 square feet)
and is included in the Rentable Square Feet.

         3.2 Impositions. Tenant shall pay monthly as Additional Rent, Tenant's
Proportionate Share of the Expense Pass-Through which shall include annual real
estate or other taxes and special assessments imposed on or with respect to the
Property and the Building of which the Leased Premises are a part (including,
without limitation, front foot or benefit assessments for sewerage, water,
stormwater management, or paving and any Rent or occupancy tax which may be
imposed) (collectively the "Impositions"). All reasonable expenses incurred by
Landlord (including reasonable attorneys' fees and costs) in contesting any
increase in taxes or any increase in the assessment of Impositions shall be
included as an item of taxes for the purpose of computing Additional Rent due
hereunder. Tenant shall not be obligated to pay its share of any installment of
any special assessment levied or assessed during the Term but not due until 
after termination of this Lease. It is agreed that Tenant's Proportionate 
Share of the above shall remain fixed during the Term of the Lease in 
accordance with Exhibit C.

         3.3 Utilities. Tenant shall be responsible for the cost of all 
utilities provided to the Leased Premises including, but not limited to 
electric service, heating and air conditioning, and Tenant's Proportionate 
Share of the cost of any computerized or mechanical energy management system 
installed to control, monitor and minimize utility usage in the Building (the 
"Utility Cost"). Those utilities for which separate meters are provided shall 
be billed directly to the Tenant by the entity providing the utility service. 
With respect to those utilities which are not separately metered, Tenant shall 
pay Tenant's Proportionate Share of such Utility Cost, the Landlord will, at 
the beginning of each calendar year, deliver to Tenant a good faith estmate of 
the Utility Cost which will be due during that year (the "Estimated Utility 
Cost"). Tenant agrees to pay one-twelfth (1/12) of the Estimated Utility Cost 
to Landlord as Additional Rent which shall be due at the same time and in the 
same manner as the Rent pursuant to Section 3.1. As soon as practicable each 
year and for that portion of the calendar year prior to the Expiration Date, 
Landlord shall deliver to Tenant a statement of the actual Utility Cost due 
from Tenant for the relevant period. If the amount of the Estimated Utility 
Cost paid by Tenant exceeds the amount of the actual utility cost, Tenant shall 
be given a credit for such amount against the Rent next becoming due under the 
terms of this Lease; provided, however, that upon termination of the Lease 

such excess Estimated Utility Cost paid by Tenant shall be rebated to the 
Tenant within thirty (30) days of the date the statement of the actual Utility 
Cost is delivered for such calendar year. If the amount of the Estimated Utility
Cost is less than the amount of the actual Utility Cost, Tenant agrees to pay 
same to Landlord, within thirty (30) days after receipt of a statement 
therefor, the full amount of such difference. Tenant agrees to accept as final 
and determinative the amount and computation shown on the statement,
unless Tenant, within fifteen (15) days after receipt thereof, notifies Landlord
in writing of any claimed error therein, or requests in writng for Landlord to
verify and detail the amounts of the Utility Costs on the statements. The
Landlord shall provide such verification and detail to the extent such 
information is available to the Landlord without undue cost. In any event, 
the dispute in regard to computation of the correct charge to Tenant for the 
Utility Cost shall not be a reason or serve as a basis for Tenant to withhold 
any payments of Rent, Additional Rent or other charges and sums owed by Tenant 
to Landlord under the terms of this Lease.

         3.4 Building Expenses. Included in the Expense Pass-Through of which
Tenant shall pay Tenant's Proportionate Share as Additional Rent are Building
Expenses. The Landlord will, at the beginning of each calendar year, deliver to
Tenant a good faith estimate of Tenant's Proportionate Share of the Building
Expenses which will be due during that year (the "Estmated Building Expenses").
Landlord agrees that except for snow removal, common area gas and electric,
water & sewer, and taxes, the Building Expenses shall not increase by more than
ten percent (10%) per year. Tenant agrees to pay one-twelfth (1/12) of the
Estimated Building Expenses to Landlord as Additional Rent which shall be due at
the same time and in the same manner as the Rent pursuant to Section 3.1. As 
soon as practicable each year and for that portion of the calendar year prior 
to the Expiration Date, Landlord shall deliver to Tenant a statement of the 
actual Building Expenses due from Tenant for the relevant period. If the 
amount of the Estmated Building Expenses paid by Tenant exceeds the amount of 
the actual Building Expenses, Tenant shall be given a credit for such amount 
against the Rent next becoming due under the terms of this Lease; provided, 
however, that upon termination of the Lease such excess Estimated Building 
Expenses paid by Tenant shall be rebated to the Tenant within thirty (30) days 
of the date the statement of the actual Building Expenses is delivered for 
such calendar year. If the amount of the Estimated Building Expenses is less 
than the amount of the actual Building Expenses, Tenant agrees to pay same to 
Landlord, within thirty (30) days after receipt of a statement therefor, the 
full amount of such difference. Tenant agrees to accept as final and 
determinative the amount and computation shown on the statement, unless Tenant,
within fifteen (15) days after receipt thereof, notifies Landlord in writing 
of any claimed error therein, or requests in writing for Landlord to verify 
and detail the amounts of the Building Expenses on the statements. The 
Landlord shall provide such verification and detail to the extent such
information is available to the Landlord without undue cost. In any event, the
dispute in regard to computation of the correct charge to Tenant for the
Building Expenses shall not be a reason or serve as a basis for Tenant to
withhold any payments of Rent, Additional Rent or other charges and sums owed by
Tenant to Landlord under the terms of this Lease. Building Expenses shall be
those reasonable expenses paid or incurred (determined on an accrual basis under
generally accepted accounting principles) by Landlord in connection with
maintaining, operating and repairing the Property, including without limitation,
all costs and expenses of the following (net of reimbursement under insurance

policies, warranties, or similar contractual arrangements):

         (a) common area janitorial, including, but not limited to sweeping 
the parking lots and sidewalks, collecting debris, and maintaining the
appearance of the Building and the Property;

         (b) trash removal, including, but not limited to garbage and recycling
material, but excluding Tenant's obligation to remove trash from Tenant's Leased
Premises and deposit same in Landlord's common receptacle and to make separate
arrangements for removal of specialty waste such as medical waste;

         (c) mowing and landscaping, including, but not limited to landscaping 
of all common areas;

         (d) snow removal;

         (e) service, repairs and maintenance, including, but not limited to
operating, decorating, cleaning, repairing and painting the Building and the
Property, and maintenance of mechanical, plumbing and electrical equipment and
systems, including heating, ventilating and air conditioning equipment;

         (f) supplies and materials, including, but not limited to sales or use
taxes on supplies or services;

         (g) common area gas and electric, including, but not limited to
utilities used or consumed at the Building or on the Property which are not
separately metered to other tenants and which are not already included in
Tenant's Utility Costs and the leasing of pole lights;

         (h) water and sewer used or consumed at the Building or on the Property
which are not separately metered to other tenants and

<PAGE>

which are not already included in Tenant's Utility Costs;

         (i) legal and accounting fees and expenses;

         (j) Business Park Fee, including stormwater management assessments;

         (k) reserves, including, but not limited to maintenance, repair and 
replacement of roof, gutters, parking lot, sidewalks, and other common areas;

         (l) miscellaneous, including all other items which would be considered
as procured or incurred in maintaining, operating, or repairing the Building or
the Property under sound management and accounting principles;

         (m) management fee, including wages, salaries and compensation for all
persons engaged in the maintenance, operation or repair of the Building and the
Property (including Landlord's share of all payroll taxes).

         (n) It is agreed that Tenant's Proportionate Share of the above shall 
remain fixed during the Term of the Lease in accordance with Exhibit C.


         3.5 Security Deposit. Tenant shall pay to Landlord upon the execution
of this Lease the amount of $2006.00 as a security deposit for the faithful
performance by Tenant of all the terms and covenants of this Lease. If Tenant
shall perform all such obligations, including, but not limited to, the
obligations set forth in Article VIII hereafter, Landlord shall refund the
security deposit to Tenant within forty-five (45) days of the end of the Term.
If Tenant shall default in any such obligation, Landlord shall be entitled to
apply the security deposit to payment of Landlord's actual monetary damages.

         3.6 Late Charge. In the event any installment of Rent or Additional
Rent, or any sums otherwise due Landlord hereunder, shall be past due for more
than ten (10) days, Tenant shall pay to Landlord as Additional Rent a sum equal
to eight percent (8%) of the installment or amount due to cover Landlord's cost
for the collection and the loss of income.

         3.7 Late Payments. All payments of Rent, Additional Rent and all other
sums due under this Lease, if not paid within ten (10) days of when due, shall,
in addition to the late payment charge, bear interest at the rate of fifteen
percent (15%) per annum from the due date until paid.

         3.8 Additional Rent. All Impositions, charges, costs and expenses which
the Tenant is required to pay hereunder, together with all interest and
penalties (including but not limited to a $50.00 assessment for any check
returned for non-sufficient funds) that may accrue thereon in the event of the
Tenant's failure to pay such amounts, and all damages, costs, and expenses which
the Landlord may incur by reason of any default of the Tenant or failure on the
Tenant's part to comply with the terms of this Lease, shall be deemed to be
Additional Rent ("Additional Rent") and, in the event of non-payment by the
Tenant, the Landlord shall have all the rights and remedies with respect thereto
as the Landlord has for the nonpayment of the Rent. Tenant's obligation to pay
any Additional Rent occurring during the term of this Lease pursuant to the 
terms of the Lease shall survive the expiration of this Lease.

         3.9 Advance Rent. Tenant shall pay upon the execution of this Lease the
amount set forth in Section 1.2(b) to be held as advance rent and security (the
"Advance Rent") to be retained by Landlord, without limitation of other
remedies, to offset Landlord's costs in preparing and negotiating this Lease 
and to protect Landlord against any defaults of this Lease by Tenant occurring 
prior to the commencement of the Term. If no such defaults occur, the Advance 
Rent shall be applied by Landlord against the first monthly installments of Rent
payable by Tenant.

         3.10 Expense Pass-Through. During each year of the Term of this Lease
or any renewals or extensions hereof, Tenant shall pay to Landlord as Additional
Rent "Tenant's Proportionate Share" as defined in Section 1(x) of all Expense
Pass-Throughs. Expense Pass-Throughs shall consist of the Impositions described
in Section 3.2, the Utility Costs described in Secton 3.3, the Building Expenses
described in Section 3.4 and the Casualty, Public Liability and Workmen's
Compensation Insurance described in Section 10.1 and 10.3. At the beginning of 
each calendar year, Landlord shall deliver to Tenant a good faith estimate of 
the amount of the Expense Pass-Through which will be charged to and payable by
Tenant during that year (the "Estimated Expenses Pass-Through"). Except with
respect to Impositions which shall be paid as provided in Section 3.2 and
Casualty, Public Liability and Workmen's Compensation Insurance which shall be

paid as provided in Section 10.1 and 10.3, unless otherwise notified by Landlord
that such expenses will be collected monthly, Tenant agrees to pay to Landlord
monthly one-twelfth (1/12) of the Estimated Expenses Pass-Through as Additional
Rent which shall be due at the same time and in the same manner as the Rent
provided for in Section 3.1. Within one hundred twenty (120) days after the end
of each calendar year, Landlord shall have an accountng of the Expense
Pass-Through prepared for such year, and shall deliver the same to Tenant. If
the amount of the Estimated Pass-Through exceeds the amount of the actual 
Expense Pass-Through, Tenant shall be given a credit for such amount against the
Base Rent and/or Additional Rent next becoming due under the terms of this
Lease; provided, however, that upon termination of this Lease such excess
Estimated Expense Pass-Through shall be rebated to the Tenant within thirty (30)
days of the date the statement of the actual Expense Pass-Through is delivered
for such calendar year. If the amount of the Estimated Expense Pass-Through is
less than the amount of the actual Expense Pass-Through, Tenant agrees to pay
the same to Landlord within thirty (30) days after receipt of such statement.
Tenant  agrees to accept as final and determinative the amount and computation
shown  on such statement, unless Tenant, within thirty (30) days after receipt 
thereof, notifies Landlord in writing of any claimed error therein, or requests
in writing for Landlord to verify and detail the amounts of the Expense
Pass-Through on the statement. The Landlord shall provide such verification and
detail to the extent such information is available to the Landlord without
undue cost. During such thirty (30) day period, Tenant may have its own
accountant, at Tenant's cost, review the invoices and other document supporting
the Expense Pass-Through. In the event that Tenant notifies Landlord of any
claimed error within such thirty (30) day period, if the parties cannot agree
on the appropriate amount, then such issue shall be determined by a court of
competent jurisdiction. In no event shall Tenant offset or deduct any amount in
dispute against other sums due Landlord herein. It is agreed that Tenant's
Proportionate Share of the above shall remain fixed during the Term of the Lease
in accordance with Exhibit C.

                                  ARTICLE IV

                                  Occupancy

         4.1 Quiet Enjoyment. Upon payment of the Base Rent, Additional Rent 
and all other sums due Landlord hereunder, as required under this Lease and
performance by Tenant of all of the covenants and provisions of this Lease to be
performed by Tenant, Tenant shall have, during the Term, peaceful and quiet use
and possession of the Leased Premises, without hindrance on the part of the
Landlord or any of Landlord's Agents. Tenant acknowledges that Landlord will be
making alterations, additions or improvements for other tenants and Tenant
agrees that the noise and inconvenience of such activity or of any other tenant
shall not consititute a breach of Landlord's convenant of quiet enjoyment.

         4.2 Use of Premises. Tenant may use the Leased Premises only for the
following purposes: General Office.

<PAGE>

         4.3 Compliance with Law. Tenant shall at all times during the Term, at
its own expense, conform to and comply with all Legal Requirements and Insurance
Requirements now or hereafter in force, affecting the use or occupancy of all or

any part of the Leased Premises. At all times during the Term and for any period
that Tenant enters the Leased Premises prior to the Commencement Date to make 
its installations, Tenant hereby indemnifies Landlord against and agrees to save
Landlord harmless from all expenses, liability, and penalty, imposed or incurred
for or because of any violation of any Legal Requirement occasioned by the
negligent act or omission, or willful act of Tenant's Agents, Tenant, its
customers, clients, visitors or invitees, independent contractors, or any 
person on the Leased Premises by permission or holding under Tenant unless 
such violation results solely from a negligent act or omission on the part of 
Landlord or Landlord Agents. Following notice to Landlord, Tenant, by 
appropriate proceedings conducted with due diligence at Tenant's expense and 
in Tenant's name, may contest in good faith the validity or enforcement of any 
applicable Legal Requirement provided that Landlord is not subjected to any 
fine or penalty. At Tenant's request and at Tenant's expense, Landlord shall 
assist Tenant to the extent reasonable and practicable in contesting the 
validity of any such Legal Requirement.

         4.4 Conduct on Premises.

             (a) Tenant shall not do, or permit anything to be done, in the 
             Leased Premises, which will in any way (i) increase the rate of 
             fire or other insurance on the Building or Property, (ii) 
             invalidate or conflict with the fire or other insurance policies 
             on the Property or Building and fixtures or other property kept 
             therein, (iii) obstruct or interfere with the rights of Landlord 
             or of other tenants, (iv) subject Landlord to any liability for 
             injury to persons or damage to property, or (v) interfere with 
             normal operations of the Building. Any increase of fire or other 
             insurance premiums on the Property or Building or contents 
             thereof caused solely by the occupancy of Tenant and any expense 
             incurred solely in consequence of negligence or the willful action 
             of Tenant, Tenant's Agents, or invitees shall be payable upon 
             demand as Additional Rent. In addition, Tenant shall pay as 
             Additional Rent its pro rata portion of any increase of any such 
             fire insurance premiums or expenses incurred due in part to 
             occupancy of Tenant or in consequence of negligence or the 
             willful action of Tenant, Tenant's Agents or invitees.

             (b) Tenant shall not place a load upon any floor of the Leased 
             Premises exceeding the floor load per square foot area which the 
             floor was designated to carry and which may be allowed by law. 
             Landlord reserves the right to prescribe the weight and position 
             of all safes or other heavy equipment, and to prescribe the 
             reinforcing necessary, if any, which in the opinion of Landlord's
             architects or engineers may be required under the circumstances,
             such reinforcing to be at Tenant's expense. Business or other 
             machines and mechanical equipment, if approved by Landlord in 
             writing, shall be placed and maintained by Tenant, at Tenant's 
             expense, in settings sufficient in Landlord's judgment to absorb 
             and prevent vibration, noise or other adverse condition. Tenant, 
             at its expense, shall take such steps as Landlord may direct to 
             remedy any such adverse condition. So long as the Leased Premises 
             are developed in accordance with the Tenant's Plans set forth on 
             Exhibit B hereto, Landlord finds such development to be in 

             accordance with the requirements of this Subsection 4.4(b).

             (c) There shall be no allowance to Tenant for a diminution of 
             rental value, no abatement of Base Rent, and no liability on the 
             part of Landlord by reason of inconvenience, annoyance or injury 
             to business arising from Landlord, Tenant or others making any 
             repairs, alterations, additions or improvements in or to any 
             portion of the Building and the Property or Leased Premises, or 
             in or to the fixtures, appurtenances or equipment thereof, and no 
             liability upon Landlord for failure of Landlord or others to make
             any repairs, alterations, additions or improvements in or to any 
             portion of the Building or of the Leased Premises, or in or to 
             the fixtures, appurtenances or equipment thereof; provided, 
             however, that the Landlord will make all reasonable efforts not to 
             interfere with Tenant's use or enjoyment of the Premises. Nothing
             herein precludes Tenant from pursuing any remedies which it might 
             have against persons other than Landlord, any partner in Landlord 
             or any affiliate of any such person.

         4.5 Property - Loss Damage. Landlord shall not be liable for damage to
property placed in the custody of its employees, nor for the loss of any
property by theft or otherwise unless caused by the gross negligence or willful
misconduct of Landlord or Landlord's Agents. Landlord shall not be liable for
damage or injury to persons or property unless caused by the gross negligence or
willful misconduct of Landlord or Landlord's Agents.

         4.6 Regulations. Tenant agrees to be bound by all reasonable rules and
regulations, including regulations designed to achieve a uniform exterior
appearance, which may be attached hereto as an exhibit or which may be
established in the future by Landlord in order to maintain the attractive
appearance and business demeanor of the Building and Property.

         4.7 Services. Landlord reserves the right to stop service of the
heating, air conditioning, plumbing and electric systems, when reasonably
necessary, by reason of accident, or emergency, or for repairs, alterations,
replacements or improvements which in the judgment of Landlord are desirable or
necessary to be made, until such repairs, alterations, replacements or
improvements shall have been completed. Landlord shall give notice to Tenant of
the dates and times Landlord intends to stop building services for planned
repairs, alterations, replacements or improvements, at least two (2) days in
advance, unless an emergency exists. In performing such activities, the Landlord
shall use its best efforts, to minimize any interference with the operations of
Tenant. Landlord shall have no responsibility or liability for failure to supply
heat, air conditioning, plumbing, cleaning, or electric service when prevented
from so doing by any cause beyond Landlord's control.

                                  ARTICLE V

                                  Transfers

         5.1 Assignment and Subletting. The Tenant shall not assign, let or
sublet, nor use or permit to be used the Leased Premises for any purpose other
than that mentioned in Section 4.2, without the prior written consent of
Landlord, which consent may be withheld in the sole and absolute subjective

discretion of the Landlord. If so assigned, let or sublet, used or permitted 
to be used without Landlord's prior written consent, Landlord may re-enter and 
re-let the Leased Premises and this Lease by reason of such unauthorized act 
shall become null and void at Landlord's election. If so assigned, let or 
sublet, Landlord shall have a lien upon and shall be empowered to collect any 
rent accruing from a subtenant or assignee and apply the amount collected to 
the rents herein reserved. No assignment of this Lease shall be effectuated by 
operation of law or otherwise without the prior written consent of the 
Landlord. For purposes of this Lease the transfer of fifty percent (50%) or 
more of the ownership interest of Tenant to any persons or entities that are 
not owners or stockholders of Tenant on the date of execution of this Lease 
shall be deemed to be a prohibited assignment of this Lease under this section.

         5.2 Tenant Not Released. Subletting or assignment shall not relieve 
Tenant of its obligations to Landlord under this Lease.

                                  ARTICLE VI

                                   Parking

         Subject to such reasonable rules, regulations, or conditions as
Landlord may impose, Tenant shall be entitled to the non-exclusive use in common
with others of automobile parking areas, driveways, access roads, footways, and
loading facilities as may be constructed by Landlord for the common use by other
tenants of the 






<PAGE>


Building. Although Landlord does not currently anticipate doing so, Landlord
shall have the right, at its option, to allocate among tenants, reserve or mark
parking spaces at the Property to assist the orderly control of parking;
provided, however, that Landlord shall not reduce the number of spaces at the
Property below that then required by applicable zoning requirements. In the
event that the Landlord determines that there is insufficient parking on the
Property for the convenience of business invitees of tenants, the Landlord may
prohibit employees of all tenants from parking thereon to the extent necessary
to provide convenient parking for business invitees.

                                 ARTICLE VII

                         Maintenance and Alterations

         7.1 Maintenance and Repair. Tenant, at its sole cost and expense, at
all times during the Term, shall maintain and keep the Leased Premises in an
orderly condition and in a good state of repair, except for structural repairs
and repairs caused by Landlord's negligence, which shall be performed by
Landlord at the Landlord's own expense. Tenant, at all times during the Term,
shall maintain, clean and keep the Interior Common Area in an orderly condition

and in a good state of repair, including furnishing supplies. The costs
associated with the Interior Common Area shall be shared on a pro rata basis
with other tenants who may use this space.

         7.2 Alterations by Tenant. Tenant, without the prior written consent of
Landlord, shall not make any additions, alterations or changes to the Leased
Premises; provided, however, that Tenant need not obtain such consent to make
minor, nonstructural alterations which are readily removable or correctable.

         7.3 Alterations by Landlord. Landlord reserves the right to make
changes or revisions in the layout of the Building and the Property to modify
the leasable area and to construct additional buildings or to expand the
Building or the Property; provided, however, that Landlord shall use its best
efforts, to minimize any interference with the operations of Tenant or access to
the Leased Premises, and provided further that Landlord shall give Tenant
reasonable prior written notice of any planned alterations to be made by the
Landlord. Landlord agrees that it will not make any material alterations or
revisions in the Leased Premises without Tenant's prior written consent, which
consent shall not be unreasonably withheld.

                                 ARTICLE VIII

                         Surrender of Leased Premises

         8.1 Surrender. Upon termination of the Term, or any earlier termination
of this Lease, Tenant shall surrender to Landlord the Leased Premises, including
all alterations, improvements and other additions except as set forth in Section
8.2, in the same conditions as at the beginning of the tenancy, reasonable wear
and tear excepted and subject to such additions, alterations and changes as are
permitted by Section 7.2. In the event Tenant fails to surrender the Leased
Premises to Landlord upon termination of the Term, Tenant shall pay Landlord two
(2) times the Base Rent paid during the last full calendar month of the Lease.

         8.2 Tenant Equipment Excepted.

         (a) If Tenant is not in default under this Lease, Tenant shall be
entitled to (or, at Landlords request, must) remove from the Leased Premises at
the end of the Term Tenant's office, trade and manufacturing fixtures, 
furniture, equipment and signs, which Tenant has installed on the Leased
Premises prior to or during the Term at the cost of Tenant and which are not an
integral part or necessary to the operation of the Leased Premises, as are
plumbing, heating, ventilating, air conditioning and other similar equipment.
Tenant shall at its own cost and expense repair any and all damage to the Leased
Premises resulting from or caused by such removal, and shall restore the Leased
Premises to good order and condition, reasonable wear and tear excepted. Tenant
shall have five (5) business days after termination of this Lease for any reason
whatsoever to effect such removal, repair and restoration, except that no such
fixtures or equipment placed on or in the Leased Premises by Tenant, and which
remain the property of Tenant, may be removed at a time when Tenant is in
default in payment of Rent or any other money payable hereunder, or in the
performance of any other covenant under this Lease.

         (b) If Tenant shall not remove all its personal property from the
Leased Premises within five (5) business days of the termination of this Lease,

Landlord may remove all or part of that property in any manner Landlord deems
appropriate and may store the same without liability of Landlord for its loss or
damage. Tenant shall be liable to Landlord for all expenses incurred in the
removal and storage of Tenant's personal property. If such removal and storage
does not appear to be economically reasonable to Landlord or if Landlord has
reason to suspect that Tenant is not in an economic position to pay for the 
cost of such removal and storage, Landlord may, at Landlord's option, retain 
any such fixtures and equipment and offset the fair market value of such
equipment, as appraised by an M.A.I. appraiser selected by Landlord, against 
any sums Tenant owes Landlord. The determination of such appraiser as to the 
fair market value of any such equipment and fixtures shall be finally binding 
on both Landlord and Tenant.

                                  ARTICLE IX

                               Mechanic's Liens

         Prior to approving any construction on the Leased Premises by Tenant,
Landlord shall have the right to require Tenant to furnish such assurances
against mechanic's liens as may be reasonable, including, but not limited to,
that Tenant produce waivers of rights to claim liens signed by all contractors,
subcontractors and suppliers and/or that Tenant produce, performance and payment
bonds before commencing construction, and as construction progresses and is
completed, Tenant shall produce affidavits executed by Tenant, Tenant's
contractors or architect, that all labor and materials heretofore furnished have
been paid in full.

                                  ARTICLE X

                           Insurance and Indemnity

         10.1 Casualty Insurance.

         (a) Beginning on the date of this Lease and continuing during the 
entire Term, Landlord shall keep the Building and the Leased Premises insured
against loss or damage by fire, vandalism and other casualty to the extent now
or hereafter covered under standard full replacement cost extended coverage
provided, however, that Tenant shall pay, as Additional Rent, Tenant's
Proportionate Share of the cost of such insurance monthly.  It is agreed that
Tentant's Proportionate Share of the above shall remain fixed during the Term of
the Lease in accordance with Exhibit C.

         (b) Tenant shall at all times during the Term maintain at its own cost
and expense casualty insurance against loss, damage, or destruction to all
signs, trade fixtures, improvements, equipment, furniture and other
installations and all personal property installed or maintained by Tenant on the
Leased Premises, and shall, upon Landlord's request, provide Landlord with
certificates of insurance evidencing that such policies are in force or copies
of such policies.  All required insurance shall be with insurers approved by
Landlord which approval shall not be unreasonably withheld or delayed.  All
policies shall name Landlord and Tenant as beneficiary 

<PAGE>


as their respective interests may appear and shall provide that notwithstanding
any act or negligence of Tenant which might otherwise result in a forfeiture,
such policies shall not be canceled without at least thirty (30) days prior
written notice to Landlord. 

         10.2 Indemnity.

         (a) At all times after Tenant takes possession of the Leased Premises
and for any period that Tenant enters the Leased Premises prior to the
Commencement Date to make its installations and improvements, Tenant shall
protect, indemnify, and save and hold the Landlord harmless of, from and against
any and all actions, liabilities, damages, costs, expenses, fees, demands or
claims of any nature whatsoever arising from (i) any work or thing done in or
about the Leased Premises, and the improvements now or hereafter constructed
therein, or any part thereof, by Tenant or its agents or employees or
contractors hired by Tenant, (ii) injury to or death of any persons or damage to
property on the Leased Premises, and (iii) any negligent act or omission on the
part of the Tenant, or its employees or invitees or contractors arising out of
the occupancy or use of the Leased Premises, except that Tenant shall not be
required to save and hold Landlord harmless or to indemnify Landlord if the
injury or loss is due solely to the negligence of the Landlord or Landlord's
Agents.

         (b) The Tenant covenants and agrees that all furniture, fixtures and
property of every kind, nature and description which may be in or upon the
Leased Premises or Building or Property during the Term of this Lease or any
extension thereof, shall be at the sole risk and hazard of the Tenant, and if
the whole or any part thereof shall be damaged, destroyed, stolen or removed 
for any cause whatsoever, no part of said damage or loss shall be charged or 
borne by the Landlord except said loss occasioned solely by the negligence of 
the Landlord or Landlord's Agents.

         10.3 Public Liability Insurance.

         (a) During all periods of construction or reconstruction work performed
by Tenant on the Leased Premises, Tenant, at its own expense, shall keep in
force, by advance payments or premiums, workmen's compensation and builder's
risk insurance providing such coverage as is reasonably acceptable to Landlord's
Agents, which approval shall not be unreasonably withheld or delayed.

         (b) Beginning on the Commencement Date or prior thereto upon Tenant's
entry into the Leased Premises and continuing during the entire Term, Tenant, at
Tenant's expense, shall keep in force, by advance payments of premiums, public
liability insurance in an amount of not less than one million dollars
($1,000,000) per occurrence for personal injury or death and not less than five
hundred thousand dollars ($500,000) for damage to property, insuring against any
liability that may accrue on account of any occurrences in or about the Leased
Premises or in consequence of Tenant's occupancy of the Leased Premises. Such
insurance shall protect and indemnify not only against any and all such
liability, but also against all loss, expense and damage of any and every sort
and kind, including costs of investigation and attorneys fees and other costs of
defense.

         (c) All required insurance shall be with insurers approved by Landlord

which approval shall not be unreasonably withheld or delayed. All policies
(other than medical malpractice insurance if any is maintained by Tenant) shall
name Landlord and Tenant as beneficiary as their respective interests may 
appear. All policies shall provide that notwithstanding any act or negligence 
of Tenant which might otherwise result in a forfeiture, such policies shall not 
be canceled without at least thirty (30) days' prior written notice to 
Landlord.  Tenant shall furnish Landlord with a copy of all such policies or a  
certificate that such policies are in effect.

         (d) In the event Landlord for its own account shall obtain (i) public
liability insurance for personal injury, death or property damage with respect
to liability that may accrue in or about the Building, or (ii) workmen's
compensation and builder's risk insurance, then Tenant, in addition to its other
obligations under this Section 10.3, shall pay, as Additional Rent, Tenant's
Proportionate Share of the cost of such insurance monthly. It is agreed that
Tenant's Proportionate Share of the above shall remain fixed during the Term of
the Lease in accordance with Exhibit C.

         10.4 Revision of Insurance Coverage.

         (a) Every third year during the Term of this Lease (the "Review Date"),
the parties shall review whether the insurance minimums stated in Section 10.3
provide for sound and prudent coverage in relation to liability risks as of each
such date. On each Review Date the Landlord, after consulting with Tenant, may
require an increase in scope, amount and nature of coverage and Tenant shall,
upon receipt of written demand of Landlord, obtain and maintain henceforth
appropriate insurance coverage as mandated by Landlord. If within thirty (30)
days following written notice to Tenant to modify or increase the scope, amount
or nature of insurance coverages, the Tenant fails to comply with the request of
the Landlord, the Landlord may procure the required insurance and charge the
cost hereof to Tenant as Additional Rent.

         (b) Within thirty (30) days following establishment by Landlord of any
required adjustment in insurance coverage, Tenant shall forward to Landlord
certificates of insurance indicating that insurance in no less than the required
amounts is in full force and effect.

         10.5 Waiver of Subrogation. Landlord and Tenant waive all right of
recovery by way of subrogation, each against the other, from any and all claims
for loss by fire or any of the casualties covered by standard extended insurance
coverage. If any additional change or increase in premium is made by the insurer
because of the waiver of subrogation, the party in whose favor the waiver is
obtained shall pay such additional charge or increase in premium. If such waiver
of the right of subrogation is not available from the insurers of either party,
then this Section 10.5 shall have no effect.

                                  ARTICLE XI

                                Eminent Domain

         11.1 Total Taking. If (a) the entire Leased Premises (b) or such other
part or all of the remainder of the Building thereby rendering the Building
unsuitable in the judgment of Landlord for its intended purpose, be taken under
the power of eminent domain or by purchase in place thereof (herein together

called "Eminent Domain"), this Lease shall terminate as of the date possession
is taken. Tenant shall immediately vacate the Leased Premises and shall have no
further right or claim against Landlord.

         11.2 Partial Taking. If any portion of the Leased Premises shall be
taken under the power of Eminent Domain, and the portion not so taken would not,
in the reasonable judgment of Landlord, be adequate for the continued operation
of the Tenant's use of the Leased Premises either unrestored or restored, or if
Landlord deems such restoration to be impractical, Landlord may terminate this
Lease upon notice to Tenant so long as such notice is given within 120 days of
the taking.  If this Lease is not terminated pursuant to this Section 11.2,
Landlord immediately following the taking, but solely to the extent of
condemnation proceeds made available to Landlord, shall proceed to restore such
part of the Leased Premises as is not taken to as near the former condition of
the original Leased Premises (less all signs, trade fixtures, improvements,
furniture, and other installations and property installed by Tenant) as the
circumstances will permit, and Tenant shall continue (except as hereafter
provided) to pay Base Rent and Additional Rent in full and to utilize the Leased
Premises for the operation of its business after restoration.  Immediately
following the taking and until such time as the 

<PAGE>

restoration is complete, Rent shall abate proportionally in relation to that
part of the Leased Premises which has been taken.

         11.3 Damages. All damages awarded for any such taking under the power
of Eminent Domain shall be paid to the Landlord, except for damages related to
Tenant's permanent non-removable fixtures installed into the Leased Premises at
the cost of Tenant and any award relating to relocation expenses for the Tenant.

         11.4 Rent. If this Lease is terminated as provided in this Article XI,
all Base Rent and Additional Rent shall be paid up to the date that possession
is taken by the condemning authority, and Landlord shall make a proportional
refund to Tenant of any Base Rent, Additional Rent or other amounts paid by
Tenant which are applicable to any period after that date and not yet earned.

         11.5 Taking of All or Part of Common Areas. If all or such part of the
common areas or parking lot serving the Building are taken by Eminent Domain to
the extent that the Leased Premises are no longer suitable for the continued use
thereof by Tenant for the purposes set forth in Section 4.2, or access to the
Leased Premises is made impossible by a taking under Eminent Domain, the Tenant
may, by giving thirty (30) days written notice to Landlord, terminate this Lease
as of the date possession is taken.

                                 ARTICLE XII

                            Damage and Destruction

         12.1 Restoration of Damaged or Destroyed Leased Premises.

         (a) If the Leased Premises, or any other portion of the Building,
shall, through no fault of Tenant or Tenant's Agents, be damaged by fire, the
elements, unavoidable accident or other casualty, but the Leased Premises are

not thereby rendered untenantable, Landlord shall promptly cause such damage to
be repaired but only to the extent of insurance proceeds made available to
Landlord.

         (b) If by reason of such occurrence the Leased Premises shall be
rendered wholly untenantable, Landlord shall promptly but solely from insurance
proceeds made available to Landlord cause such damage to be repaired, unless
within one hundred twenty (120) days after such occurrence Landlord shall give
Tenant written notice that it has elected not to reconstruct the destroyed
premises, in which event this Lease and the tenancy hereby created shall cease
as of the date of such occurrence, and the rental and all other sums paid
Landlord by Tenant hereunder shall be adjusted as of such date.

         (c) Any repair or reconstruction performed by Landlord pursuant to 
this Section shall not include any signs, trade fixtures, improvements,
equipment, furniture, or other installations and property maintained or
installed by Tenant. Such items shall be restored or replaced by Tenant at
Tenant's sole cost and expense.

         (d) All of the above notwithstanding, if Landlord, in its absolute
discretion, shall desire, within a reasonable time, not to exceed one hundred
twenty (120) days, after the occurrence of any such accident or casualty
rendering fifty percent (50%) or more of the Building untenantable (even though
the Leased Premises may not have been affected by such accident or casualty), to
demolish or not restore the Building, then, upon written notice from Landlord to
Tenant, this Lease shall terminate on a date to be specified in such notice, but
not less than 120 days from the date of such notice, and all Rent and other sums
payable hereunder shall be adjusted as of the time of the occurrence of any such
accident or casualty.

         12.2 No Abatement. Tenant shall not be entitled to any abatement or
diminution of Rent during any period because of any casualty damage. Tenant at
all times shall maintain business interruption insurance with respect to the
business operated on the Lease Premises and Rent abatement insurance in such
amounts and for such period of time as the Landlord shall require.

                                 ARTICLE XIII

                              Default by Tenant

         13.1 Tenant's Default. If Tenant (a) shall fail to pay any Base Rent or
Additional Rent or other sum of money due hereunder within ten (10) days of the
date the same was first due, (b) shall breach the use restrictions set forth in
Section 4.2 hereof and such default shall continue beyond a period of five (5)
days after Landlord has provided notice to Tenant of such default, (c) shall
fail to perform any other of the terms, conditions, or covenants of this Lease
to be observed or performed by Tenant for thirty (30) days after written notice
of such default shall have been mailed to Tenant, unless such default is of a
nature that it cannot practically be cured within such thirty (30) day period
and Tenant is proceeding with due diligence and in a continuous manner to cure  
such default, or (d) shall abandon the Leased Premises, then in any such event
at Landlord's option and without limiting Landlord in the exercise of any other
right or remedy Landlord may have in law or equity on account of such default,
and without any further demand or notice, Landlord may take any or all of the

following actions:

         (1) Landlord may re-enter the Leased Premises, take possession of all
improvements, additions, alterations, equipment and fixtures thereon, eject all
parties in possession thereof therefrom, and, without terminating this Lease, at
any time and from time to time relet the Leased Premises or any part or parts
thereof for the account of Tenant or otherwise, receive and collect the Rents
therefore, applying the Rents first to the payment of such reasonable expense as
Landlord may have paid, assumed or incurred in recovering possession of the
Leased Premises, including costs, expenses and attorneys' fees, and in placing
the Leased Premises in good order and condition or preparing or altering the
same for reletting, and all other reasonable expenses, commission and charges
paid, assumed or incurred by Landlord in or in connection with reletting the
Leased Premises, and then to the fulfillment of the covenants of Tenant. Any
such reletting may be for the remainder of the Term of this Lease or for a
longer or shorter period. Landlord may execute any Lease made pursuant to the
terms hereof either in Landlord's name or in the name of Tenant, as Landlord may
see fit, and the subtenant therein shall be under no obligation whatsoever for
the application by Landlord of any Rent collected by Landlord from such
subtenant to any and all sums, due and owing or which may become due and owing  
under the provisions of this Lease. Tenant shall not have any right or 
authority to collect any Rent from any subtenant. In any case and whether or not
the Leased Premises or any part thereof be relet, Tenant shall pay to Landlord  
all sums required to be paid by Tenant up to the time of re-entry by Landlord.
Thereafter Tenant, if required by Landlord, shall pay to Landlord, until the end
of the Term of this Lease, the equivalent of the amount of all Base Rent and
Additional Rent and other charges required to be paid by Tenant under the terms
of this Lease, less the proceeds of such reletting during the Term of this
Lease, if any, after payment of the expenses of Landlord.  Such Rent shall be
due and payable on the several Rent days herein specified, and Landlord need not
wait until the termination of this Lease to recover any Base Rent or Additional
Rent by legal action or otherwise.  Re-entry by Landlord shall not constitute an
election to terminate this Lease unless Landlord gives Tenant notice of
Landlord's election to terminate.

         (2) Landlord may declare this Lease at an end, re-enter the Leased
Premises with or without process of law, eject all parties in possession thereof
therefrom and repossess and enjoy the Leased Premises together with all
improvements thereto, and Landlord shall thereupon be entitled to recover from

<PAGE>
  
Tenant the present value, at the time of such termination, of the amount of Base
Rent, Additional Rent and charges payable by Tenant to Landlord hereunder for   
the balance of the Term. For the purpose of this subparagraph (2), the current
Impositions and contributions to expenses and other items paid by Tenant shall 
be projected over the term of the Lease.

         (3) Landlord may perfect and otherwise enforce a lien, which Tenant
hereby grants Landlord on all personal property, fixtures and trade fixtures of
Tenant, presently existing or subsequently acquired, except financed equipment,
placed in the Leased Premises or the Building by or for the benefit of Tenant.
Landlord may, without notice and without liability to Tenant or other party,
sell such personalty at public or private sale with the proceeds being applied

to amounts owed by Tenant and toward damages resulting from Tenant's breach of
this Lease.

         13.2 Remedies Not Exclusive; No Waiver. The remedies of Landlord set
forth in this Lease are cumulative and are in addition to and not exclusive of
any other remedy of Landlord herein given or which may be permitted by law, and
if any breach or threatened breach by Tenant of this Lease occurs, Landlord
shall be entitled to enjoin such breach or threatened breach and shall have the
right to invoke any right and remedy allowed by law or in equity or by statute 
or otherwise in addition to rights set forth in this Lease. Tenant shall permit
any re-entry as provided for in this Article XIII without hindrance to 
Landlord, and Landlord shall not be liable in damages or guilty of trespass 
because of such re-entry. The failure of Landlord to insist, in any one or more 
instances, upon a strict performance of any of the covenants of this Lease or   
to exercise any option contained herein, shall not be construed as a waiver or a
relinquishment for the future of such covenant or option. A receipt by Landlord
of Base Rent or Additional Rent with knowledge of the breach of any covenant of
this Lease shall not be deemed a waiver of such breach. No waiver by Landlord
of any provision of this Lease shall be deemed to have been made unless
expressed in writing and signed by Landlord. If Tenant fails to make any
payments when due and payable as provided in this Lease and Landlord sends 
notice to Tenant more than twice in any one calendar year, then Tenant shall be 
deemed in default, and Landlord shall have all rights and remedies provided in  
this Lease for a default by Tenant.

         13.3 Cure by Landlord. If Tenant at any time defaults in making any
payment or in performing any other obligation under this Lease within the time
required allowing notice, Landlord may cure such default by payment of the
amount due or performance of such obligation and Landlord may collect from
Tenant as Additional Rent the costs thereof, together with interest at the rate
of fifteen per cent (15%) per annum from the date of payment until 
reimbursement by Tenant.

                                 ARTICLE XIV

                                  Bankruptcy

         14.1 Effect of Bankruptcy or Other Proceedings. If at any time any
bankruptcy or any reorganization proceeding is instituted by or against Tenant
either in the State or Federal Courts, or if a receiver is appointed under any
bankruptcy or insolvency laws, for its business or property on or in the Leased
Premises, or if any lien is assessed against Tenant or its property on or in the
Leased Premises, or if Tenant shall make an assignment for the benefit of
creditors or voluntarily or involuntarily take advantage of any debtor relief
proceedings under present or future law, Landlord, in addition to any other
remedies provided Landlord in the event of Tenant's default as set forth in 
this Lease or under any applicable law, shall have the option, to be exercised 
by written notice given to Tenant, to declare this Lease terminated at any time
after the expiration of twenty (20) days following the commencement of such
proceeding or the assertion of such lien, unless the proceeding is dismissed or
the lien discharged and unless all payments of Base Rent and Additional Rent and
other payments required by this Lease to be made by Tenant to Landlord are paid
promptly during such period of twenty (20) days. Landlord shall under no
circumstances be required to permit a receiver or any person claiming through or

under Tenant to retain possession of the Leased Premises. Landlord need not
lease the Leased Premises to such receiver or person, and Landlord shall be
enabled to immediate possession of the Leased Premises. Any repossession or
termination hereunder shall not operate in any way to prejudice or affect the
right of Landlord for recovery of Base Rent and Additional Rent or other charges
theretofore accrued, thereafter accruing or to any other damages, nor shall any
such termination or repossession ever be construed as a waiver of or an election
not to claim future damages on account of such breach, but all such damages,
including all future rentals, shall be fully recoverable by Landlord.

         14.2  Federal Bankruptcy Laws.

         (a)  In case any of the foregoing provisions are unenforceable or
invalid under the Bankruptcy Laws of the United States or the insolvency laws or
laws for the relief of debtors of any state or territory, the remaining
provisions of Article XIV shall not be affected thereby, but shall remain in
full force and effect.

         (b) No trustee, interim trustee, debtor in possession, debtor engaged
in business, no custodian, receiver or assignee, or any fiduciary by whatever
name, in dominion, control, custody or title, acting under the purported
authority of any law, may assume or assign this Lease without the prior written
consent of Landlord unless all requirements of the Bankruptcy Laws of the 
United States are fully satisfied. Such requirements, in the event of a
proceeding under 11 U.S.C. include Section 365(b)(1)(A), (B) and (C), (b)(3)(A),
(B) and (C), (b)(4) and (f)(2)(A) and (B), as the same may be amended
from time to time.

         (c) If the property of Tenant is under administration pursuant to the
provisions of 11 U.S.C. Section 101 et seq., then no claim of Landlord for
failure or refusal of Tenant to perform the covenants of this Lease shall exceed
amounts allowable under 11 U.S.C. Section 502(b)(7)(A) and (B), together with 
any other amounts allowable to Landlord under other provisions of 11 U.S.C. or
interpretations thereof.

         14.3 Bankruptcy of Partner of Tenant. If Tenant is a partnership, a
bankruptcy or reorganization proceeding instituted by or against one or more of
the partners of Tenant shall not constitute a bankruptcy or reorganization
proceeding by or against Tenant allowing Landlord to declare the Lease
terminated within the meaning of this Article XIV, so long as no bankruptcy or
reorganization proceeding has been instituted by or against all of the general 
partners of the Tenant.

                                  ARTICLE XV

                                Miscellaneous

         15.1 Recording. Landlord reserves the right at any time to require this
Lease, or a short form thereof, to be recorded at Landlord's expense among the
Land Records of Harford County, Maryland.

         15.2 Estoppel Certificates. Tenant agrees at reasonable intervals and
from time to time upon not less than five (5) days prior written notice from
Landlord to execute, acknowledge and deliver a statement in writing certifying 

(i) that this Lease is unmodified and in full force and effect (or if there 
have been modifications, that the Lease is in full force and effect as modified 
and stating the modifications), (ii) the dates to which the Rent and other
charges have been paid in advance, if any, and (iii) stating whether or not to
the best knowledge of Tenant and its authorized representative signing such
certificate the Tenant is in default in performance of any covenant, agreement
or condition contained in this Lease and, if so, specifying each such default of
which the signer may have knowledge.  Tenant acknowledges that any such
statement delivered under this Lease may be relied upon by third parties not a
party to this Lease.  Failure by the Tenant to respond to a request made
pursuant to this Section within fourteen (14) days shall operate as a 
conclusive presumption that the Landlord is not in default of any covenant of
this Lease and that it is unmodified except as the Landlord may otherwise
indicate.

         15.3 Right to Enter.  Landlord and its agents shall have the right to
enter the Leased Premises at all reasonable hours, and at any time if any

<PAGE>

emergency exists, to examine the Leased Premises, or to make such repairs and 
alterations as shall be reasonably necessary for the safety and preservation of
the Leased Premises, or during the last six (6) months of the Term to show both
the interior and exterior of the Leased Premises to prospective tenants or
purchasers and to place "For Rent" signs thereon. Landlord shall use its best
efforts to minimize any interference with Tenant's operations which may be
caused by the entrance upon the Leased Premises by Landlord or Landlord's
Agents.

         15.4 Conditions and Termination.

         (a) At Landlord's option this Lease shall become void and all parties
shall be relieved of all obligations imposed hereunder if Landlord has not
completed construction of the improvements within thirty (30) days of the
current tenant vacating the Leased Premises (the "Completion Date").

         (b) If this Lease is terminated by Landlord pursuant to this Section
15.4, Landlord shall refund to Tenant the amount of all security deposits and
advance Rent made by Tenant to Landlord under this Lease.

         15.5 Laws of Maryland. This Lease shall be construed and applied in    
accordance with the laws of the State of Maryland.

         15.6 Severability. Any provision or provisions of this Lease which
shall prove to be invalid, void, or illegal shall in no way affect or impair or
invalidate any other provision, and the remaining provisions shall remain in
full force and effect.

         15.7 Headings. The headings of the various Articles and Sections of
this Lease are inserted for reference only and shall not to any extent have the
effect of modifying, amending or changing the express terms and provisions of
this Lease.

         15.8 Notices. Any notice, request, demand, approval, or consent to be

given under this Lease shall be in writing and shall be deemed to have been
received when mailed by United States, registered or certified mail, postage
prepaid, addressed to the other party at the addresses set forth in Section
1.2(s) of this Lease, or if to the Tenant, at the Leased Premises after the
Tenant has occupied the Leased Premises. Either party may at any time change its
address by mailing a notice, as specified in this Section 15.8, that such change
is desired and setting forth the new address.

         15.9 Force Majeure. In no event shall Landlord be liable for, nor shall
Tenant have the right to terminate this Lease for, delays in the prosecution of
Landlord's share of construction, or the performance by Landlord of any other
matters hereunder, beyond Landlord's control ("Force Majeure"), including (but
not limited to) delays caused directly or indirectly by strikes, lockouts, the
unavailability of labor or materials, Acts of God, acts of any Federal, State,
or local governmental agency or authority, war, insurrecton, rebellion, riot,
civil disorder, fire, explosion, windstorm, hail, snow, extreme cold, rain,
flood, damage from aircraft, vehicles, or smoke, or by any other casualty of a
substantial enough nature to cause delay. Landlord shall use its best efforts to
satisfy its obligations hereunder as soon as possible after the Force Majeure
have terminated.

         15.10 Successors. This Lease shall be binding upon and inure to the
benefit, as the case may require, of the parties hereto and their respective
heirs, executors, administrators, successors and permitted assigns.

         15.11 Subordination. This Lease shall be subject to and subordinate at
all times to the lien of any Mortgages now or hereafter made by Landlord on the
Leased Premises and to all advances made or hereafter to be made thereunder;
provided, however, that such Mortgages shall provide that, notwithstanding any
default under such Mortgages, if Tenant is not in default hereunder, Tenant may
remain on the Leased Premises undisturbed. Although this subordination provision
shall be self-operative and no further instrument of subordination shall be
required, Tenant shall, nevertheless, execute and deliver such further
instruments confirming such subordination or status of this Lease as may be
required by the Landlord for financing or refinancing the Leased Premises.
Tenant will execute an attornment instrument and attorn to any Mortgagee (under
a Mortgage which contains the aforementioned nondisturbance provision) or to any
successor in interest of Landlord, and become its Tenant on the same terms and
covenants of this Lease for the unexpired portion of the Term.

         15.12 Assignment of Landlord's Interest. If Landlord should ever assign
this Lease or the Rents hereunder to a creditor as security for a debt or
otherwise, Tenant shall, after notice of such assignment and upon demand by
Landlord or the assignee, pay all sums hereafter becoming due Landlord hereunder
to the assignee and give all notices required to be given Landlord hereunder
both to Landlord and the assignee. In the event of such assignment of this 
Lease or the Rents hereunder, the Landlord shall use its best efforts to obtain
a nondisturbance agreement from its assignee.

         15.13 Transfer by Landlord. If Landlord sells, leases or in any manner
transfers title to the Building, including foreclosure sale by judicial
proceeding or otherwise, the Landlord shall be relieved of all covenants and   
obligations arising hereunder, provided the Landlord is not then in default
hereunder. Tenant agrees that it will upon request, attorn to and acknowledge

such transferee, provided such transferee has assumed prospectively all of
Landlord's covenants and obligations hereunder, and Tenant shall continue to
perform all of the terms, covenants, and conditions, and obligations of this
Lease.

         15.14 Time of Essence. Time is of the essence in all of the provisions
of this Lease.

         15.15 Holding Over. If Tenant holds possession of the Leased Premises
after the termination of this Lease without Landlord's express permission,
Tenant shall become a tenant from month to month at two times the Rent specified
herein and upon all other terms herein until Landlord shall terminate such
tenancy or until this Lease is terminated by Tenant upon at least thirty (30) 
days' prior notice to Landlord of Tenant's election to terminate.

         15.16 Joint and Several Liability. In the event that two (2) or more
parties shall sign this Lease as Tenant, the liability of each such party to pay
Base Rent and Additional Rent and perform all other covenants of this Lease
shall be joint and several.  In the event that the Tenant shall be a partnership
or other business association, the members of which are, by virtue of statute or
general law, subject to personal liability, the liability of each such member
shall be personal and joint and several.

         15.17 No Discrimination.  Landlord requires the Building be operated in
such a manner so that all tenants, and their customers, employees, licensees and
invitees shall have an equal opportunity to obtain all the goods, services,
accommodations, advantages, facilities and privileges of the Building without
discrimination because of race, creed, color, sex, age, national origin or
ancestry.  Tenant agrees not to discriminate in the conduct and operation of its
business in the Leased Premises against any person or group of persons because
of the race, creed, color, sex, age, national origin or ancestry of such person
or group of persons.

<PAGE>

         15.18 Integration of Agreements. This writing is intended by the
parties as a final expression of their agreement and is a complete and 
exclusive statement of its terms, and all negotiations, considerations and
representations between the parties are incorporated. No course of prior
dealings between the parties or their affiliates shall be relevant or admissible
to supplement, explain, or vary any of the terms of this Lease. Acceptance of,  
or acquiescence to, a course of performance rendered under this Lease or any
prior agreement between the parties or their affiliates shall not be relevant or
admissible to determine the meaning of any of the terms or covenants of this
Lease. Other than as specifically set forth in the Lease, no representations,
understandings, or agreements have been made or relied upon in the making of
this Lease. This Lease can only be modified in writing signed by each of the
parties hereto.

         15.19 Third Party Beneficiary. Nothing contained in this Lease shall be
construed as to confer upon any other party the rights of a third party
beneficiary, except as may be otherwise specifically provided for herein.

         15.20 Real Estate Broker.  Landlord and Tenant each warrants to the

other that no real estate broker or any other party other than RKS Realty, Inc.
has participated in bringing about this Lease and each agrees to hold the other
harmless and indemnify the other from all claims of others arising out of the
negotiation or entering into of this Lease.

         15.21 Effective Date of this Lease. All terms, conditions, and
covenants by Tenant contained in this Lease shall be effective as of delivery
of  an executed copy of this Lease by Landlord to Tenant, except the covenant
to pay Base Rent and Additional Rent, which shall be effective on the
Commencement  Date.

         15.22 Variation in Pronouns.  All pronouns and any variations thereof
shall be deemed to refer to masculine, feminine, neuter, singular or plural, as
the identity of the person or persons may require.

         IN WITNESS WHEREOF, the parties hereto have caused this instrument to 
be executed as of the day and year first above written.

WITNESS:                                 LANDLORD:
                                         
                                         LAMBDIN DEVELOMENT COMPANY     


___________________________              By: ________________________ (SEAL)
                                             James Lambdin, President


                                         TENANT:

                                         ALCORE, INC.



___________________________              By: __________________________ (SEAL)
                                             
         
<PAGE>


                              LIST OF EXHIBITS
                              ----------------

               EXHIBIT A                Floor Plan of Building

               EXHIBIT B                Tenant's Plans

               EXHIBIT C                Rent Schedule

               EXHIBIT D                Insurance Policies

               EXHIBIT E                Rules and Regulations

               EXHIBIT F                Common Area Expenses - Budget


<PAGE>


                                  EXHIBIT B

                                TENANT'S PLANS

I. To be provided by Landlord at no cost to Tenant.

     Tenant agrees to take space in as is condition and has use of the moveable
partitions.


II. To be provided by Landlord at cost of Tenant.


III. To be provided by Tenant - at Tenant's Cost.


<PAGE>

                                  EXHIBIT C

                                 RENTAL RATES

                     
                           Impositions,
                           Building                               Rent
Year of        Annual      Expenses &      Annual     Monthly     Per Square
Lease          Base Rent*  Insurance**   Total Rent   Payment     Foot
------------------------------------------------------------------------------
1              $18,976.76  $5,095.24     $24,072.00   $2,006.00   $12.00
2 Option Year  $18,976.76  $5,095.24     $24,072.00   $2,006.00   $12.00
3 Option Year  $20,982.80  $5,095.24     $26,078.04   $2,173.17   $13.00
4 Option Year  $22,988.72  $5,095.24     $28,083.96   $2,340.33   $14.00
5 Option Year  $24,994.76  $5,095.24     $30,090.00   $2,507.50   $15.00

 * Pursuant to Section 1.2(c) and Section 3.1 hereof. 
** Pursuant to Sections 3.2, 3.4, 3.10, 10.1 and 10.3 hereof.

It is agreed that Tenant's Proportionate Share of Expense Pass-Throughs
including Impositions, Building Expenses and Insurance shall remain fixed
during the Term of the Lease and the four Option Years. However, Tenant shall
be responsible for its Proportionate Share of Utility Costs as described in
Section 3.3. For the  first year, the estimated Utility Cost for those
utilities which are not separately metered is Six Hundred Sixty Dollars
$660.00) or Fifty-Five Dollars ($55.00) a month and will be added to and be
paid along with Rent each month.


<PAGE>
                                  EXHIBIT D

                               TENANT INSURANCE

                              [TO BE COMPLETED]

I.    Casualty Insurance - Tenants Property [under Section 10.3(b)].

                      Amount of
Insurer               Coverage              Term           Insureds
-------               ---------             ----           --------

II.   Public Liability Insurance [under Section 10.3(b)].

                      Amount of
Insurer               Coverage              Term           Insureds
-------               ---------             ----           --------

III.  Tenants Rent Interruption Insurance [under Section 12.2]

                      Amount of
Insurer               Coverage              Term           Insureds
-------               ---------             ----           --------


<PAGE>
                                  EXHIBIT D

                            RULES AND REGULATIONS

         1. The sidewalks, halls, passages, and stairways shall not be
obstructed by any of the tenants or used by them for any other purpose than for
ingress and egress from and to their respective offices. The halls, passages,
stairways and roof are not for the use of the general public, and Landlord shall
in all cases retain the right to control and prevent access thereto of all
persons whose presence, in the judgment of Landlord or its employees, shall be
prejudicial to the safety, character, reputation and interest of the building
and its Tenants. No tenant or employee or invitee of any tenant, shall go upon
the roofs of said building without the written consent of Landlord or its agents
nor use the corridors other than those provided for the portion of the building
in which the leased premises are located. In case of invasion, mob riot, public
excitement or other commotion, Landlord reserves the right to prevent access to
the building during the continuance of the same by closing the doors or
otherwise for the safety of tenants and the protection of property in said
building. During other than business hours access to the building may also be
refused unless the person seeking admission is known by the watchman in charge
to have the right to enter demised premises therein or is properly identified
and the production of a key to such demised premises may in addition be
required, provided that Landlord shall in no case be liable in damages for the
admission or exclusion of any person from said building.

         2. The floors, windows, doors and transoms that reflect or admit into
passage-ways or into any place in said building shall not be covered or
obstructed by any of the tenants. The tenant's toilet room and water apparatus
shall not be used for any purpose other than those for which they were
constructed, and no sweepings, rubbish, rags, ashes, chemicals, or other
unsuitable substance, shall be thrown therein. Any damage resulting from such
misuse or abuse shall be borne and immediately paid by the tenant by whom
employees or invitees it shall be cause.

         3. Nothing shall be placed on the outside of the building, or of the
windows, window-sills or projections.

         4. No sign, advertisement, or notice shall be inscribed, painted or
affixed on any part of the outside or inside of said building unless of such
color, size and style, and in places upon or in said buildings as shall be first
designated by the Landlord and endorsed hereon. A sign painter authorized by
Landlord will do such work at tenant's expenses. A directory, in a conspicuous
place on the first floor, will be provided by the Landlord, on which the names
of tenants will be placed by the Landlord.

         5. Each tenant, upon the termination of his lease, must surrender all
keys of rooms and safes.

         6. No tenant shall do or permit anything to be done in said premises,
or bring or keep anything therein which will in any way increase the rate of
fire insurance on said building, or on property kept therein, or obstruct or
interfere with the right of other tenants, or in any other way injure or annoy
them or conflict with the laws relating to fires, or with the regulations of the

Fire Department, or with any insurance policy upon said building or any part
thereof, or conflict with any of the rules and ordinances of the Board of
Health. The use of rooms as sleeping apartments is prohibited.

         7. The Landlord shall in all cases retain the right to prescribe the
weight and proper position of safes, and all damage done to the building by
taking in or putting out a safe, or during the time it is in or on the premises
shall be made good and immediately paid by the tenant, and no safe shall be put
or hoisted in any part of said building. Tenants shall notify the Building
Manager of the weight of the safe, and arrange with him as to time for receiving
or delivering the same. Safes must be removed upon termination of the lease.

         8. The Landlord or its agents shall have the right to enter any
premises at reasonable hours in the day or night to examine the same or to make

such repairs, additions and alterations as it shall deem necessary for the
safety, improvement, preservation or restoration of said building, or for the
safety or convenience of the occupants thereof and also to exhibit the said
premises to be let.

         9. Tenants, and their employees or invitees, shall not make or commit
any improper noises, or disturbances of any kind in the building or mark or
defile the building, or interfere in any way with the other tenants or those
having business with them. Tenants shall be liable for all damages done to the
building by their employees.

         10. No carpet, rug or other article shall be hung or shaken out of any
window, and nothing shall be thrown or allowed to drop by the tenants, or their
employees out of the windows or doors or down the passages or skylight of the
building, and no Tenant shall sweep or throw, or permit to be swept or thrown
from the leased premises, any dirt or other substances into any of the
corridors, halls, or stairways of said building, or into the light-shaft
thereof, or any adjoining building or roof.

         11. No animals shall be kept in or about the premises.

         12. If tenants desire to introduce signaling, telegraphic, telephonic
or other wires and instruments, the Landlord will direct the electricians as to
where and how the same are to be placed, and without such direction no placing,
boring or cutting for wires will be permitted. Landlord shall in all cases 
retain the right to require the placing and using of such electrical protecting
devices to prevent the transmission of excessive currents of electricity into or
through the building and to require the changing of wires and of their placing
and arrangement as Landlord may deem necessary, and further, to require
compliance on the part of all using or seeking access to such wires, with such
rules as Landlord may establish relating thereto, and in the event of non-
compliance with the requirements and rules, Landlord shall have the right to
immediately cut and prevent the use of such wires.

         13. Tenants shall not use or keep in the building any explosives,
kerosene, camphene, burning fluid or other illuminating materials.

         14. The heating or air-conditioning apparatus must not be removed or
disturbed in any way nor shall articles be fastened to or holes drilled or

nails or screws driven into walls or partitions, nor shall the walls or
partitions be painted, papered or othewise covered, or in any way marked or
broken, nor shall any attachments be made to the electric lighting wires of 
the building for the running of electric fans or motors, or other purposes, nor
will machinery of any kind be allowed to be operated on the premises nor shall
any tenant use any other method or heating or air-conditioning than that
provided by Landlord, without the written consent of the Landlord. Tenants
desiring to put in telephone will notify the Landlord, who will designate where
the same shall be placed.

         15. The Landlord reserves the right to rescind any of these rules and 
to make such other and further reasonable rules and regulations as, in
Landlord's judgment may from time to time be needful for the safety, care and
cleanliness of the premises, and for the preservation of good order therein,

which, when so made, and notice thereof given to the Tenant, shall have the same
force and effect as if originally made a part of the foregoing lease; and such
other and further rules, not however, to be inconsistent with the proper and
rightful enjoyment by the Tenant under the foregoing lease of the premises
therein referred to.

         16. Canvassing, soliciting and peddling on the Property are prohibited.
Tenant shall cooperate to prevent such activity.

         
<PAGE>
                                                                       EXHIBIT F

                       COMMON AREA MAINTENANCE EXPENSES
                       --------------------------------

                         LAMBDIN DEVELOPMENT COMPANY
                             1250 BRASS MILL ROAD
                              BELCAMP, MD 21017

                     1996 COMMON AREA MAINTENANCE BUDGET


CATEGORY                               ANNUAL       MONTHLY        PER SQ. FOOT
--------                               ------       -------        ------------

Janitorial                           $ 1,680.00    $  140.00           $0.17
Trash Removal                          1,080.00        90.00            0.11
Mowing & Landscaping                   1,860.00       155.00            0.19
Snow Removal                             108.00         9.00            0.01
Service, Repairs & Maintenance         1,008.00        84.00            0.11
Supplies & Materials                     240.00        20.00            0.02
Gas & Electric                         1,980.00       165.00            0.21
Water & Sewer                          1,200.00       100.00            0.12
Legal & Accounting                     1,008.00        84.00            0.11
Miscellaneous                            108.00         9.00            0.01
Business Park Fees & Reserves          1,008.00        84.00            0.11
Real Estate Taxes                      9,876.00       823.00            1.23
Insurance                              1,224.00       102.00            0.13
                                     ----------    ---------           -----
  Subtotal                           $22,380.00    $1,865.00           $2.33
    
  Management Fee                       5,196.00       433.00            0.54
                                     ----------    ---------           -----

  TOTAL                              $27,576.00    $2,298.00           $2.87 
                                     ==========    =========           =====