EXHIBIT 10.35


                                    SUBLEASE


           THIS SUBLEASE (this "Sublease") is made as of September 28, 2004 by
and between NEC AMERICA INC., a New York corporation ("Sublandlord"), and
SteelCloud, Inc. a Virginia corporation ("Subtenant").

                                 R E C I T A L S

           A. LEXINGTON HERNDON L.L.C. a Virginia limited liability company, as
Landlord ("Master Landlord"), and Sublandlord, as Tenant, are parties to a
certain Lease Agreement dated as of August 13, 1999 (the "Master Lease"), a copy
of which is attached hereto as Exhibit A.

           B. Pursuant to the terms of the Master Lease, Master Landlord
presently leases to Sublandlord, among other land and improvements, a certain
building ("Building") commonly referred to as 14040 Park Center Road, Herndon,
VA consisting of approximately 102,496 square feet (as more particularly
described in the Master Lease, the "Premises"). (Initially capitalized terms not
otherwise defined in this Sublease shall have the meanings attributed to such
terms in the Master Lease; and unless otherwise expressly provided herein all
Article and Section references in this Sublease shall refer to the respective
provisions of the Master Lease ((notwithstanding any references to
"Subparagraph" contained in the Master Lease)) and all Paragraph references in
this Sublease shall refer to the respective provisions of this Sublease.)

           C. Sublandlord now desires to sublease to Subtenant, and Subtenant
now desires to sublease from Sublandlord, a portion of the entire Premises
described as follows: approximately 19,380 rentable square feet on the second
floor of the Premises known as suite 210 (hereinafter referred to as the
"Sublease Premises"), on the terms and conditions contained herein, as specified
in the floorplan attached herein as Exhibit "D". Sublandlord shall represent and
warrant that the space was measured in accordance with the ANSI/ BOMA z65.1-1996
method of measurement. Prior to the occupancy of the Subleased Premises,
Sublandlord shall cause the Sublease Premises to be remeasured in accordance
with the above referenced BOMA standards. This Sublease agreement shall be
amended to reflect the correct rentable square feet.


              NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:



<PAGE>



1.         Sublease.

           (a) Sublandlord hereby subleases to Subtenant, and Subtenant hereby
           subleases from Sublandlord, the Sublease Premises, together with all
           appurtenances thereto as provided in the Master Lease, on the terms
           and conditions contained in this Sublease. Subtenant's sublease of
           the Sublease Premises is subject to the Master Lease as provided
           further in this Sublease.

           (b) Sublandlord has executed another sublease agreement for the 3rd
           floor of the Building in which the Premises are located.
           Sublandlord's subtenant has been given a Right of First Offer for the
           remaining portion of the 2nd floor. Sublandlord shall grant Subtenant
           (SteelCloud) a Second Right of Offer after Sublandlord has complied
           with its other Subtenants Right of First Offer. Subtenant shall be
           granted a Right of First Offer, after any NEC related company, (a NEC
           related company or division shall be defined in accordance with the
           definitions contained in Section "11." Assignment and Subletting of
           the Master Lease Agreement) for any office space that becomes
           available on the first floor subject to terms and conditions herein.
           In the event Sublandlord is willing to sublease a portion of the
           First Floor of the building in which the Premises are located,
           Sublandlord shall notify Subtenant of its willingness to sublease the
           First Floor. Sublandlord shall indicate in writing the business terms
           including the rent (which rental amount shall be consistent with
           market rental rates) Sublandlord is willing to accept for Available
           Sublease space on the First floor. Subtenant shall have five (5) days
           after receipt of Sublandlord's written notice to indicate in writing
           its agreement to sublease the available first floor space under the
           terms and conditions contained in Sublandlords notification. In the
           event Subtenant rejects Sublandlord's offer on the available space or
           fails to respond within the five (5) day period, Sublandlord may then
           market the available space to any third parties without further
           delay.

2.         Term

           The term of this Sublease (as the same may be modified pursuant to
           this Paragraph 2 "Sublease Term") shall commence as of December 1,
           2004 ("Sublease Commencement Date") or earlier provided Sublandlord
           has demised the premises and Subtenant has substantially completed
           its improvements and this Sublease Agreement shall expire on August
           12, 2009 (the "Outside Termination Date"), unless sooner terminated
           in accordance with the provisions hereof or the provisions of the
           Master Lease. In the event Sublandlord is unable to demise
           Sublandlord's premises prior to December 1, 2004 Sublandlord shall
           promptly notify Subtenant in writing of its anticipated delay in
           commencement. In the event Sublandlord is unable to deliver the
           Subleased Premises on or before December 1, 2004 Sublandlord shall
           grant a rental abatement for each day delivery is delayed. If
           Sublandlord delays in delivery of the possession up to fifteen days
           the rental abatement shall be equivalent to one day of rental
           abatement for each day Sublandlord delays in the delivery of the
           Subleased Premises to Subtenant. If Sublandlord delays in delivery of




                                      -2-
<PAGE>

           the possession by greater than fifteen days the rental abatement
           shall be equivalent to two days of rental abatement for each day
           Sublandlord delays in the delivery of the Subleased Premises to
           Subtenant. In the event Sublandlord is unable to deliver the premises
           by December 31, 2004 Subtenant shall have the option to cancel this
           agreement. Sublandlord and Subtenant shall execute a Letter of
           Confirmation to be attached to the Sublease confirming the Sublease
           Commencement Date within 72 hours of Subtenant's occupancy of the
           Premises. Subtenant shall provide evidence of insurance coverage
           satisfactory to Sublandlord prior to accessing the Premises for its
           tenant improvement work, and shall not occupy the Premises until all
           construction work is completed and Sublandlord and Landlord grant
           permission.



3.         Condition of Sublease Premises; Early Entry; Early Occupancy.

           (a) In entering into this Sublease, Subtenant has not relied upon or
           been induced by any statements or representations of any persons with
           respect to the physical condition of the Sublease Premises or with
           respect to any other matter affecting the Sublease Premises that
           might be pertinent in considering the leasing of the Sublease
           Premises or the execution of this Sublease. Subtenant has, on the
           contrary, relied solely on such investigations, examinations and
           inspections as Subtenant has chosen to make or have made on its
           behalf. Subtenant acknowledges that it has been afforded the
           opportunity for full and complete investigations, examinations and
           inspections. Upon taking possession of the Sublease Premises,
           Subtenant shall be deemed to have accepted the Sublease Premises in
           an "as-is" condition. Sublandlord shall demise the Subleased Premises
           in accordance with the schedule of improvements as outlined in
           Exhibit "D" attached hereto.

           (b) Following the execution of this Sublease by all parties,
           including Master Landlord's consent thereto as required by the Master
           Lease, and Sublandlord's vacating the Subleased Premises, Subtenant
           may enter upon the Sublease Premises prior to the Sublease
           Commencement Date for purposes of installing fixtures, equipment and
           any subtenant alterations (as defined in Construction and Move Rules
           & Regulations attached hereto as Exhibit C) provided Subtenant is in
           complete compliance with its insurance obligations as detailed in
           Section 6 of this Sublease and provided Subtenant first obtains
           Sublandlord's prior written approval for such entry, which approval
           shall not be unreasonably withheld conditioned or delayed. Subtenant
           shall be entitled to receive an allowance of five $5.00 per square
           foot equal to a total of $96,900. Subtenants Improvement allowance
           shall be calculated by multiplying the Subtenants Rentable Square
           Footage by five Dollars ($5.00). In the event Subtenants square
           footage is modified prior to Subtenants occupancy, Subtenants
           allowance shall be modified in accordance with the above






                                      -3-
<PAGE>


           calculations. Subtenants finish-out allowance shall be utilized for
           Subtenant's Alterations within the Subleased Premises for
           architectural and engineering drawings, permit fees, demolition of
           existing improvements, painting, carpeting and other construction
           needed to build out the space for the Subtenant to conduct its'
           business. Upon receipt of invoices and lien waivers from Subtenant
           for the Subtenant Alterations, Sublandlord shall pay within thirty
           (30) days all invoices. Sublandlord and Landlord shall have the right
           to approve Subtenants architect, Sublandord's approval shall not be
           unreasonably withheld. Furthermore, Subtenant shall have the right to
           select a contractor to construct the improvements to the Premises in
           accordance with building rules and regulations and provisions
           contained in this agreement. Sublandlord and Landlord shall have the
           right to approve Subtenants contractor in accordance with
           commercially reasonable standards which approval shall not be
           unreasonably withheld. Upon completion of construction Subtenant
           shall submit copies of all invoices and lien waivers in order to
           receive its reimbursement. Subtenant shall submit requests for
           reimbursements of improvements on a monthly basis. Such Subtenant
           requests shall be submitted on approved AIA payment request forms
           approved by Subtenants architect. Provided Subtenant has submitted
           its request for payment in accordance with this provision,
           Sublandlord shall reimburse Subtenant within thirty (30) days after
           the receipt of Subtenants approved progress payment request. In no
           event shall Sublandlord make final payment until all lein wavers have
           been received and an architect has certified the completion of the
           project. Subtenant's entry upon the Sublease Premises shall be at
           Subtenant's sole risk and subject to all of the terms and conditions
           of this Sublease, except for the payment of Subtenant's Rent (as
           defined in Paragraph 4(a)) which shall commence on the date set forth
           in Paragraph 4(a). Sublandlord shall have the right to impose such
           additional conditions on Subtenant's early entry as Sublandlord deems
           appropriate as delineated in the Construction Rules and Regulations
           attached to this sublease as Exhibit "C".

           (c) Excess Improvements - In the event Subtenants finish-out expenses
           exceed $96,900, Sublandlord shall grant unto Subtenant the right to
           amortize up to $10.00 per square foot in additional Tenant
           Improvement Allowance which is equivalent to $190,380. Subtenants
           Excess Improvement allowance shall be calculated by multiplying the
           Subtenants Rentable Square Footage by ten dollars ($10.00). In the
           event Subtenants square footage is modified prior to Subtenants
           occupancy, Subtenants excess allowance shall be modified in
           accordance with the above calculations. Upon receipt of invoices and
           lien waivers from Subtenant for the additional improvement allowance
           Sublandlord shall establish an amortization schedule to be attached
           to this agreement identifying the exact payments of Subtenant. Such
           costs shall be amortized over the remaining term of this agreement at
           six percent (6%) per annum. Such allowance is to be utilized for
           Subtenant's improvements within the Subleased Premises such as
           architectural and engineering drawings, permit fees, demolition of




                                      -4-
<PAGE>

           existing improvements, painting, carpeting and other construction
           needed to build out the space for the Subtenant to conduct its'
           business. After Sublandlord has received from Subtenant valid copies
           of receipts of invoices paid by Subtenant for Subtenants work and
           lien waivers from Subtenants contractors such reimbursement shall be
           provided by Sublandlord in accordance with the above referenced
           allowance. Subtenant and its contractors and employees must abide by
           Sublandlords rules and regulation and must supply Sublandlord with
           proof of insurance in amounts contained within this Sublease
           agreement. After the completion of Subtenants improvements and upon
           occupancy of the Subleased Premises Sublandlord and Subtenant shall
           attach an amortization schedule indicating the amount that shall be
           reimbursed to Sublandlord on a monthly basis. Such amortization
           schedule shall be affixed and attached to this sublease agreement as
           Exhibit "E".





4.         Rent.

           (a) Subtenant shall pay to Sublandlord, on or before the Sublease
           Commencement Date and continuing thereafter monthly on or before the
           first day of each calendar month throughout the Sublease Term, rental
           ("Subtenant's Rent") for the Sublease Premises equal to the sum per
           year of:

                  (i) ("Subtenant's Base Rent")


                  From December 1, 2005 through February 15, 2005 the monthly
                  rental shall be $0.00 per month. From February 16, 2005
                  through January 31, 2006 annual rental shall be $14.30 per
                  rentable square foot. From February 1, 2006 through January
                  31, 2007 annual rental shall be $14.66 per rentable square
                  foot.

                  From February 1, 2007 through January 31, 2008 annual rental
                  shall be $15.02 per rentable square foot.

                  From February 1, 2008 through January 31, 2009 annual rental
                  shall be $15.40 per rentable square foot.

                  From February 1, 2009 through August 12, 2009 annual rental
                  shall be $15.78 per rentable square foot.



                                      -5-
<PAGE>


                  (ii) any reasonable and customary costs or expenses incurred
                  by Sublandlord in the performance of Subtenant's obligations
                  under this Sublease; and

                  (iii) any other amounts, charges, expenses or sums Subtenant
                  is required to pay under this Sublease and any other amounts
                  or charges which will become due and payable to Master
                  Landlord by Sublandlord under the terms of the Master Lease
                  arising out of the Subtenant's occupancy of the Subleased
                  Premises. Subtenant shall remain responsible for Subtenant's
                  Rent and any other amounts or charges which first arise,
                  accrue or are invoiced at any time during or after the
                  expiration of the Sublease Term, whether by Sublandlord or
                  Master Landlord, to the extent they arise or accrue from any
                  liabilities or obligations of Subtenant under the provisions
                  of this Sublease (including any provisions of the Master Lease
                  which are incorporated herein as liabilities or obligations of
                  Subtenant). For purposes of this Sublease, the term
                  "Subtenant's Additional Rent" shall mean that portion of
                  Subtenant's Rent described in clause (ii) above.

           (b) Subtenant's Rent and all other sums or charges due or payable by
           Subtenant to Sublandlord hereunder shall be due and payable without
           billing or demand, and without deduction, set-off or counter claim,
           in lawful money of the United States of America, at Sublandlord's
           address for notices in Paragraph 10 hereof or to such other person or
           at such other place as Sublandlord may from time to time designate in
           writing, and shall be due and payable by Subtenant to Sublandlord on
           or before one (1) business day prior to the corresponding date
           provided in the Master Lease for payment of the same by Sublandlord
           to Master Landlord. The failure of Subtenant to make any payments of
           Subtenant's Rent or any other sums or charges payable by Subtenant
           within five (5) days of written notice of nonpayment shall subject
           Subtenant to the obligation to pay to Sublandlord interest and late
           charges on such amounts in accordance with the applicable provisions
           of the Master Lease.

           (c) If the Sublease Term commences on a day other than the first day
           of a calendar month or ends on a day other than the last day of a
           calendar month, then Subtenant's Rent for the first and last
           fractional months of the Sublease Term shall be prorated based upon a
           thirty (30) day month.

           (d) Sublandlord may at any time or from time to time, by written
           notice, instruct Subtenant to make any payment of Subtenant's Rent or
           any other sums or charges falling due under the Master Lease and
           payable by Subtenant hereunder directly to Master Landlord, in which
           event Subtenant shall timely make all such payments so instructed
           directly to Master Landlord (with a copy of the check to be
           contemporaneously forwarded by Subtenant to Sublandlord at the time
           of making of each such payment), and in such event Subtenant shall




                                      -6-
<PAGE>

           have no responsibility to Sublandlord for the payment of any such
           amount, and Subtenant shall be solely responsible for any interest or
           late charges that may be imposed as a result of any failure of
           Subtenant to have timely and properly made any such payment to Master
           Landlord. If Sublandlord directs Subtenant to make payments directly
           to Master Landlord, then Subtenant shall no longer be responsible to
           the Sublandlord for the payment of any such amount.

           (e) The parties acknowledge and agree that this Sublease is intended
           to be a full service gross lease with a Base Year of 2005 and as a
           part of this full service Sublease agreement, Sublandlord at
           Sublandlord's expense (however Subtenant acknowledges that
           Sublandlord will annually pass-through to Subtenant increases in
           operating expenses over a base year amount (the "Base Year"); the
           Base Year shall be 2005, such that the pass-through billings will be
           increases in Operating Expenses over a Base Year of Operating
           Expenses incurred in 2005 and will be calculated in accordance with
           normal full-service gross leases) shall where applicable provide or
           cause to provide Subtenant with the following services (Sublandlord
           Services) electricity in quantities consistent with other class "B"
           properties, elevator at least one elevator in service 24 hours per
           day seven days per week unless Sublandlord can not provide as a
           result of repairs, HVAC service in accordance with the building hours
           (8:00 a.m. to 6 p.m. Monday through - Friday, and 10:00 a.m. until
           2:00 p.m. on Saturday), janitorial services to the building and
           premises 5 times per week, all repairs and maintenance to the
           Building and Subleased Premises, Security Services per section 11,
           and any other normal and customary services associated with a class B
           properties in Herndon, VA . Sublandlord and Subtenant shall mutually
           agree upon the logistics / notification and billing processes as they
           relate to after-hours HVAC billings and logistical processes.
           Subtenant shall be billed at a rate of $35 per hour for its use of
           after-hours HVAC. Subtenants Base Year Operating Expenses shall be
           grossed up to reflect a 95% building occupancy for a twelve-month
           period. Subtenant shall be responsible for its pro rata share of any
           increase in Operating Expenses (as defined below) above the Base
           Year. Subtenant's pro rata share shall mean 18.91% (19,380 rsf /
           102,496 rsf); Subtenants percentage share of Operating Expenses shall
           be calculated by dividing the rentable square footage of the
           Subleased Premises (numerator) by the rentable square footage of the
           Building (denominator), and expressing the fraction as a percentage.
           Tenant shall be responsible for its pro rata share of any increase in
           Operating Expenses (as defined below) above the Base Year.
           Notwithstanding the foregoing, Subtenant shall not be responsible for
           increases in controllable operating expenses in excess of five (5%)
           percent annually on a non-cumulative basis.





                                      -7-
<PAGE>



           (f) For purposes of this Sublease, the terms "Common Areas", Outside
           Areas", "Operating Expenses" and "Outside Areas Expenses" shall have
           the meanings attributed to them in this Paragraph. "Common Areas"
           shall mean any areas designated from time to time by Sublandlord for
           the benefit of, or the use of, all tenants of the Building, including
           without limitation, entrances and exits, hallways and stairwells,
           lobbies, cafeteria and lunch room, break rooms, conference
           facilities, elevators, restrooms, sidewalks, driveways, landscaped
           areas, outside building signage, lighting and other areas as may be
           designated by Sublandlord, from time to time, as part of the Common
           Areas of the Building. The term "Outside Areas" shall mean those
           outside areas of the Sublease Premises and the outside areas of the
           Adjacent Building and/or any other buildings now or hereafter leased
           or occupied by Sublandlord, such as parking areas, sidewalk areas,
           driveway areas, landscaped areas, signage and lighting, as may be
           designated by Sublandlord, from time to time, as being for the
           benefit of, or the use of, occupants of the Building along with
           occupants of the Adjacent Building and/or any other building(s)
           within the business park that are leased or occupied by Sublandlord.

           (g) The term "Operating Expenses" shall include but not be limited
           to, collectively, the amount of (i) any taxes, assessments and other
           governmental impositions of any kind imposed upon or allocable to the
           Sublease Premises, the Building, the Common Areas, or any
           improvements or Subtenant Alterations (as defined below) made thereto
           or with respect to Subtenant's use thereof and (ii) all costs and
           expenses paid to or incurred from independent third parties in
           operating, repairing, replacing and maintaining the Sublease
           Premises, the Building and the Common Areas in good condition and
           repair including, without limitation, water, sewer, air-conditioning,
           electrical and other utility charges; service and other charges
           incurred in the repair, replacement, operation and maintenance of the
           elevators or surveillance cameras for the Building; repair costs;
           license, permit and inspection fees; and supplies, maintenance,
           repair and replacement of sidewalks, landscaped areas, outside
           building signage and lighting within the Common Areas. The term
           "Outside Areas Expenses" means collectively, the amount of (i) any
           taxes, assessments and other governmental impositions of any kind
           imposed upon or allocable to the Outside Areas and (ii) any and all
           costs and expenses paid to or incurred from independent third parties
           in operating, repairing, replacing and maintaining in good condition
           and repair the Outside Areas, including without limitation, supplies,
           maintenance, repair and replacement of the driveways, parking and
           sidewalk areas, parking garage, landscaped areas, signage and
           lighting; water, sewer, electrical and other utility charges
           pertaining to the Outside Areas; any maintenance and repair costs for
           any surveillance cameras (so long as the surveillance cameras inure
           to the benefit of Subtenant) for the Outside Areas; and maintenance
           and repair costs, dues, fees and assessments incurred under any
           covenants, conditions and restrictions and any owner's association.
           Subtenant shall have the non-exclusive right, in common with other
           occupants of the Building and the Adjacent Building, to use the




                                      -8-
<PAGE>

           Common Areas and the Outside Areas. Subtenant shall comply, and shall
           cause each Sub-Subtenant (as defined in Paragraph 14(f)) and their
           respective officers, employees, agents, customers, invitees and
           licensees to comply, with such rules and regulations as may be
           adopted from time to time by Sublandlord pertaining to the use of any
           of the Common Areas or Outside Areas.

           (h) Prior to or at any time after the commencement of each calendar
           year during the Sublease Term, Sublandlord shall provide Subtenant
           with notice of Sublandlord's estimate of the amount of Subtenant's
           Additional Rent which will be payable for such calendar year.
           Subtenant shall pay to Sublandlord, on a monthly basis as provided in
           Paragraph 4(a), Subtenant's Additional Rent, in an amount equal to
           one twelfth (1/12) of the amount of Sublandlord's estimate of the
           Subtenant's Additional Rent for the relevant calendar year of the
           Sublease Term. If the cost of any item included in Subtenant's
           Additional Rent is increased or decreased during a calendar year,
           Sublandlord may adjust the estimated Subtenant's Additional Rent
           during such year by giving Subtenant written notice to that effect,
           and thereafter, Subtenant shall pay to Sublandlord, in each of the
           remaining months of such year, an amount which reflects the change.
           Within one hundred twenty (120) days (or as soon thereafter as
           possible) after the close of each calendar year, Sublandlord shall
           provide Subtenant with a statement of the amount of such year's
           actual Subtenant's Additional Rent owed by Subtenant, together with a
           list of types of expenses and related amounts incorporated in such
           statement. If the amount set forth in such statement exceeds the
           amount actually paid by Subtenant for such year, Subtenant shall pay
           the amount still owing to Sublandlord within thirty (30) days of
           receipt of such statement, which obligation shall survive the
           expiration or earlier termination of this Sublease. If the amount set
           forth in such statement is less than the amount actually paid by
           Subtenant for such year, Sublandlord shall reimburse the amount to
           Subtenant within thirty(30) days of issuance of such statement, which
           obligation shall survive the expiration or earlier termination of
           this Sublease. At Subtenant's request, Sublandlord shall promptly
           provide to Subtenant at Sublandlord's office all documentation
           supporting its determination of Additional Rent, including Base Year
           Operating Expenses, Operating Expenses and Outside Areas Expenses,
           and Subtenant shall have a right to audit same at its expense within
           sixty days after receiving the statement. Should the audit find a
           discrepancy in excess of five percent (5%) in favor of Sublandlord,
           the reasonable cost of the audit shall be born by Sublandlord, not to
           exceed one thousand dollars ($1,000). Furthermore, Sublandlord shall
           promptly refund or credit to Subtenant's Rent, at Sublandlord choice,
           for any erroneous charges which Subtenant has actually paid to
           Sublandlord in accordance with the audit.



                                      -9-
<PAGE>



5.         Incorporation of Master Lease.

           (a) This Sublease is subject to all of the terms and conditions of
           the Master Lease, all of which are hereby incorporated by reference.
           Except as provided in Paragraph 5(e) below, all references in the
           Master Lease to "Landlord" and "Tenant" shall, for purposes of
           incorporation thereof into this Sublease, mean and refer to
           Sublandlord and Subtenant, respectively. Subtenant hereby agrees to
           be bound by the terms of the Master Lease and hereby assumes and
           agrees to pay, perform and observe for the benefit of Master Landlord
           and Sublandlord, each and all of the liabilities, obligations,
           covenants, conditions and restrictions to be paid, performed or
           observed by Sublandlord, as Tenant, under the Master Lease, except to
           the extent inconsistent with this Sublease or if any of the same are
           herein expressly acknowledged not to constitute an obligation of
           Subtenant. Without limiting the foregoing, Subtenant shall not commit
           or permit to be committed on the Sublease Premises any act or
           omission which shall violate any term, covenant or condition of the
           Master Lease.

           (b) Notwithstanding the foregoing, whenever any provision of the
           Master Lease incorporated herein specifies a time period in
           connection with the payment or performance of any liability or
           obligation by Subtenant hereunder, or any notice period or other time
           condition to the exercise of any right or remedy by Sublandlord
           hereunder, such time period shall be shortened in each instance by
           one (1) business days for the purpose of incorporation into this
           Sublease. Any default notice or other notice of any obligation
           (including any billing or invoice for any Subtenant's Rent or any
           other expense or charge falling due under the Master Lease) from
           Master Landlord which is received by Subtenant (whether directly or
           as a result of being forwarded by Sublandlord to Subtenant) shall
           constitute such notice from Sublandlord to Subtenant under this
           Sublease without the need for any additional notice from Sublandlord.
           If Subtenant shall fail to pay any installment of Subtenant's Rent or
           any other expense or charge when due hereunder or shall breach or
           default in the observance or performance of any conditions or
           covenants to be observed or performed by Subtenant hereunder
           (including under any of the applicable provisions of the Master Lease
           incorporated herein), then Sublandlord shall have and may exercise
           all rights and remedies against Subtenant as provided to Master
           Landlord in the event of default by Sublandlord as set forth in the
           Master Lease .

           (c) This Sublease is and shall be at all times subject and
           subordinate to the Master Lease, including all rights of Master
           Landlord thereunder. Without limiting the generality of the
           foregoing, in the event of termination of Sublandlord's interest
           under the Master Lease for any reason (including, without limitation,
           upon the occurrence of any casualty or condemnation pertaining to the




                                      -10-
<PAGE>

           Sublease Premises), this Sublease shall terminate coincidentally
           therewith without any liability of Sublandlord to Subtenant.
           Notwithstanding the foregoing, Sublandlord shall agree that it will
           not voluntarily terminate this Master Lease for any reason unless
           termination can be accomplished without increasing Subtenant's
           liabilities under the Sublease or adversely effecting its business
           operations.

           (d) In the event of conflict between any provision of the Master
           Lease which is incorporated herein as described above in this
           Paragraph 5 and any provision of this Sublease, the later shall
           control. In determining whether to grant or withhold any consent or
           approval hereunder, Sublandlord may expressly condition the same upon
           the consent or approval of Master Landlord, as applicable.

           (e) The following provisions of the Master Lease are hereby
           acknowledged by Sublandlord and Subtenant not to be incorporated by
           reference into this Sublease:

                  Section 2-Term.

                  Section  - Brokers

                  Section - Maintenance & Repair

                  Section - Alterations

                  Section 3-Rent and Security Deposit

                  Section 18-Renewal Options

           (f) Sublandlord and Subtenant agree that Sublandlord shall not be
           responsible or liable to Subtenant for the performance or
           nonperformance of any obligations of Master Landlord under the Master
           Lease, except for those obligations specifically set forth in this
           Sublease Agreement and in furtherance thereof agree as follows:

                  (i) Notwithstanding anything to the contrary contained in this
                  Sublease, Sublandlord shall not be required to (A) provide or
                  perform any insurance and services or any alterations,
                  improvements, improvement allowances or other construction
                  obligations as to the Sublease Premises that Master Landlord
                  may have agreed to provide or perform pursuant to the Master
                  Lease or as required by law, (B) provide any utilities
                  (including electricity) to the Sublease Premises or the
                  Premises that Master Landlord may have agreed to furnish
                  pursuant to any provision of the Master Lease (or as required
                  by law), except that Sublandlord shall endeavor to have
                  electricity provided; (C) - perform any maintenance or make




                                      -11-
<PAGE>

                  any of the repairs to the Sublease Premises or the Premises
                  that Master Landlord may have agreed to perform or make (or as
                  required by law), (D) comply with any laws or requirements of
                  governmental authorities regarding the maintenance or
                  operation of the Sublease Premises or the Premises, (E) take
                  any other action relating to the operation, maintenance,
                  repair, alteration or servicing of the Sublease Premises or
                  the Premises that Master Landlord may have agreed to provide,
                  furnish, make, comply with, or take, or cause to be provided,
                  furnished, made, complied with or taken under the Master
                  Lease, or (F) provide Subtenant with any rebate, credit,
                  allowance or other concession required of Master Landlord
                  pursuant to the Master Lease except to pass through to
                  Subtenant any such rebate, credit, allowance or concession
                  that may in fact be granted by the Master Landlord, with
                  respect to the Sublease Premises during the term of this
                  Sublease. Furthermore, notwithstanding any of the foregoing,
                  Sublandlord shall be responsible to pass through to Subtenant
                  any and all of the foregoing items provided or services
                  performed for Sublandlord by Master Landlord, and shall permit
                  Subtenant to enforce Sublandlord's rights as it relates to the
                  Subleased Premises thereto under the Master Lease.

                  (ii) Sublandlord agrees, upon request of Subtenant, to use
                  commercially reasonable efforts, at Subtenant's sole cost and
                  expense, to cause Master Landlord to provide, furnish, or
                  comply with any of Master Landlord's obligations under the
                  Master Lease (provided, however, that Sublandlord shall not be
                  obligated to use such efforts or take any action which, in
                  Sublandlord's reasonable judgment, might give rise to a
                  default by Sublandlord under the Master Lease). If Master
                  Landlord shall default in the performance of any of its
                  obligations under the Master Lease or at law, Sublandlord
                  shall, upon request and at the expense of Subtenant, cooperate
                  with Subtenant in the prosecution of any action or proceeding
                  which Sublandlord, in its reasonable judgment, deems
                  meritorious, in order to have Master Landlord (A) make such
                  repairs, furnish such electricity, provide such services or
                  comply with any other obligation of Master Landlord under the
                  Master Lease or as required by law, and/or (B) compensate
                  Subtenant for any earlier default by Master Landlord in the
                  payment or performance of its liabilities and obligations
                  under the Master Lease during the Sublease Term. Furthermore,
                  Sublandlord shall cause to be provided to Subtenant services
                  which are usual and customary for a Class "B" property in the
                  Herndon, VA office market. Sublandlord has obtained the
                  services of a qualified property management company to provide
                  these usual and customary services. Sublandlord shall cause
                  the premises to be properly maintained and the expenses to
                  maintain the premises shall be contained within the Operating
                  Expenses. However, Subtenant shall be responsible for its own
                  expenses relating to the negligence or misconduct of its
                  employees, visitors, guests, contractors or invitees.




                                      -12-
<PAGE>


                  (iii) The indemnity obligation of Subtenant as set forth in
                  Paragraph 8(b) shall apply to any claims of Master Landlord
                  arising from or in connection with any such request, action or
                  proceeding referred to in clause (ii) above.

                  (iv) Subtenant shall not make any claim against Sublandlord
                  for any damage which may arise by reason of: (i) the failure
                  of Master Landlord to keep, observe or perform any of its
                  obligations under the Master Lease; or (ii) the acts or
                  omissions of Master Landlord or its agents, contractors,
                  employees, invitees or licensees.

                  (v) Subtenant agrees that any waiver of liability, waiver of
                  subrogation rights, or indemnification provisions in the
                  Master Lease which are incorporated herein as waivers or
                  obligations of Subtenant, shall be deemed expanded so as to
                  provide for Subtenant to make such waivers and provide such
                  indemnities not only in favor of Sublandlord, but also in
                  favor of Master Landlord, and the respective affiliated
                  employees, agents and the like as enumerated in such
                  provisions of both Sublandlord and Master Landlord.



6.         Insurance.

           (a) Subtenant shall comply in all respects with the provisions of
           Section 7 of the Master Lease with regard to the maintenance of
           insurance, except for the specific limits and requirements set forth
           below. Any insurance required to be maintained by Subtenant hereunder
           shall name, as additional insureds, Master Landlord, Sublandlord and
           any other parties required to be named under the terms of the Master
           Lease, and a policy or certificate thereof shall be provided to
           Sublandlord not later than ten business days prior to the
           commencement of the term of this Sublease. Except for the property
           insurance to be carried by Sublandlord or Master Landlord hereunder,
           the maintenance of insurance coverage with respect to the Sublease
           Premises and any property of Subtenant shall be the sole obligation
           of Subtenant. All insurance required to be maintained by Subtenant
           shall provide for thirty (30) days prior written notice to
           Sublandlord and Master Landlord in the event of any termination or
           reduction in coverage of such insurance.


           (b) If due to Subtenant's particular use of the Premises the
           Sublandlord's insurance rates are increased, Subtenant shall pay the
           increase.




                                      -13-
<PAGE>


           (c) Property Insurance. Subtenant shall keep its personal property
           and trade fixtures in the Premises and Building insured against
           damage and destruction by fire, vandalism, and other perils so called
           "All Risks" perils. The "All Risks" perils shall also include the
           perils of Earth Movement, Flood, and Boiler and Machinery. The amount
           of the insurance shall be in an amount to cover one hundred (100)
           percent of the replacement value of the property and fixtures, as
           that value may exist from time to time. Subtenant shall maintain
           Commercial General Liability insurance for damages because of bodily
           injury to or personal injury to or death of any person(s) or property
           damage occurring in or about the Building and Premises in the
           following minimum amounts: two million ($2,000,000.00) dollars each
           occurrence; five million ($5,000,000.00) dollars general aggregate.
           Each party waives any right of recovery against the other party and
           releases all claims arising in any manner in its (Injured Party's)
           favor and against the other party for any loss or damage to the
           Injured Party's property (real or personal) located within or
           constituting a part of or all of the Building. The parties further
           agree to have their respective insurers waive any rights of
           subrogation that such insurers may have against the other party. The
           waiver and release also apply to each party's directors, officers,
           employees, shareholders, and agents. The waiver and release do not
           apply to claims caused by a party's willful misconduct.

           (d) Insurance policies required by this Sublease shall:

                  (i) be issued by insurance companies licensed to do business
                  in the state of Virginia with general policyholder's ratings
                  of at least A and a financial rating of at least XI in the
                  most current Best's Insurance Reports available on the date
                  the party obtains or renews the insurance policies. If the
                  Best's ratings are changed or discontinued, the parties shall
                  agree to an equivalent method of rating insurance companies.

                  (ii) be primary policies--not as contributing with, or in
                  excess of, the coverage that any other party may carry;

                  (iii) be permitted to be carried through a "blanket policy" or
                  "umbrella" coverage; (iv) have deductibles not greater than
                  $10,000.

                  (v) be written on an "occurrence" basis; and

                  (vi) be maintained during the entire Term and any extension
                  Terms.


7.         Holdover; Surrender.

           (a) Under no circumstances shall Subtenant be permitted to holdover
           following the end of the term of this Sublease. Subtenant
           acknowledges that Sublandlord may be considered to be in breach of
           the Master Lease in the event that Subtenant shall not have vacated
           the Sublease Premises, in the manner required by the Master Lease and
           this Sublease, on or before the end of the term of this Sublease.
           Accordingly, if Subtenant has not fully surrendered possession of the
           Sublease Premises in the manner required by the Master Lease or this
           Sublease on or before termination of this Sublease, all of the terms,
           covenants and agreements hereof shall continue to bind Subtenant to
           the extent applicable, except that (a) the monthly Subtenant's Rent




                                      -14-
<PAGE>

           shall be equal to one-hundred fifty percent (150%) of the entire rent
           and all other sums payable by Sublandlord under the Master Lease
           during such holdover period, and (b) Subtenant shall indemnify,
           defend and hold Sublandlord and all Other Indemnified Parties (as
           defined in Paragraph 8(b)) harmless from and against any and all
           Losses (as defined in Paragraph 8(b)), consequential or otherwise,
           resulting from Subtenant's failure to surrender possession including,
           without limitation, any Losses incurred by Sublandlord or asserted by
           Master Landlord or any successor tenant of all or any portion of the
           Premises against Sublandlord.

           (b) Upon the expiration or earlier termination of the Sublease Term,
           Subtenant shall surrender to Sublandlord, Sublease Premises, in its
           condition existing as of the date of this Sublease, normal wear and
           tear excepted in broom clean condition, Subtenant shall also comply
           with any surrender obligations set forth in the Master Lease as it
           relates to the Subleased Premises. Subtenant may be required, prior
           to the expiration or termination of the Sublease Term, to remove from
           the Sublease Premises all of its Subtenant Alterations by Master
           Landlord as per Section 12 (a). Subtenant shall remove all of its
           personal property and repair any damage and perform any restoration
           work caused or necessitated by any such removal provided, however,
           that Sublandlord may, by written notice to Subtenant given at least
           thirty (30) prior to the scheduled expiration of the Sublease Term,
           in its sole and absolute discretion, require that some or all of any
           Subtenant alterations, be left as part of the Sublease Premises,
           rather than be removed as required above. If Subtenant fails to
           remove such Subtenant Alterations and Subtenant's personal property,
           and such failure continues after the termination of this Sublease,
           Sublandlord may retain such property and all rights of Subtenant with
           respect to this Sublease shall cease, or Sublandlord may place all or
           any portion of such property in public storage for Subtenant's
           account. Subtenant shall be liable to Sublandlord for costs of
           removal of any such Subtenant Alterations and Subtenant's personal
           property and storage and transportation costs of same, and the cost
           of repairing and restoring the Sublease Premises, together with
           interest at the rate of 10% from the date of expenditure by
           Sublandlord until paid.

8.         Waiver and Indemnification.

           (a) Sublandlord shall not be liable or responsible in any way for,
           and Subtenant, on behalf of itself, and its officers, employees,
           agents, customers, invitees and licensees, affiliates, successors and
           assigns, hereby waives all claims against Sublandlord with respect to
           or arising out of, (i) any death, illness or injury of any nature
           whatsoever that may be suffered or sustained by Subtenant or its
           officers, employees, agents, customers, invitees and licensees, from
           any causes whatsoever, or (ii) any loss or damage or injury to any
           property in, on or about the Sublease Premises belonging to
           Subtenant, its respective officers, employees, agents, customers,
           invitees and licensees, except to the extent such injury or damage is
           caused solely by the gross negligence or willful misconduct of, or
           breach of this Sublease by, Sublandlord.



                                      -15-
<PAGE>


           (b) Subtenant shall defend, indemnify and hold Sublandlord, Master
           Landlord and their respective shareholders, directors, officers,
           employees, agents, affiliates, successors and assigns (collectively,
           the "Indemnified Parties"), harmless from and against any and all
           losses, damages, claims, liabilities, expenses, costs, suits, causes
           of actions, judgments, obligations and all reasonable expenses
           incurred in investigating or resisting the same (including without
           limitation, reasonable attorneys' fees and costs) (collectively,
           "Losses") relating to, arising out of, from, or in connection with
           (i) Subtenant's or its respective officers', employees', agents',
           customers', invitees', or licensees', use or occupancy of the
           Sublease Premises, or the Common Areas or the Outside Areas
           (including, but not limited to, any damage to any property or injury,
           illness or death of any person occurring in, on, or about the
           Sublease Premises, or any part thereof, arising at any time and from
           any cause whatsoever) or (ii) any breach or default by Subtenant
           under this Sublease, including the failure of Subtenant to pay,
           perform, observe or comply with any liability, obligation, covenant,
           condition or restriction imposed on Sublandlord under the Master
           Lease which has been incorporated herein as a liability, obligation,
           covenant, condition or restriction required to be paid, performed or
           observed by Subtenant hereunder (including, but not limited to any
           liability to, or indemnity obligation in favor of, Master Landlord
           either under the Master Lease or at law or in equity).

           The provisions of this Paragraph 8 shall survive the expiration or
           any termination of this Sublease.

9.         Hazardous Materials.

           Without limiting Subtenant's obligation to comply with, the
           provisions of Section 25(v) of the Master Lease, Subtenant shall not
           permit any of its respective employees, agents, customers, licensees,
           invitees or guests, or any other person to, manage, handle, store or
           use in any way in, on or about the Sublease Premises any Hazardous
           Materials of any kind whatsoever (excluding de minimis amounts of
           ordinary office supplies).

10.        Notices.

           (a) Subtenant hereby designates the party set forth below as the sole
           representative of Subtenant authorized to give and receive all
           notices and other communications on behalf of Subtenant under this
           Sublease. All notices, demands, statements and other communications
           that may or are required to be given by either party to the other
           hereunder shall be in writing and shall be (a) personally delivered
           to the address or addressee provided herein provided below, or (b)
           sent by first class United States mail, postage prepaid, or (c)
           delivered by a reputable messenger or overnight courier service and,
           in any case, addressed as follows:



                                      -16-
<PAGE>


             If to Sublandlord:             NEC America Inc.
                                            6555 N. State Highway 161
                                            Irving, Texas 75039
                                            Attention:  Director of Real Estate

             With copies to:
                                            NEC USA, Inc.
                                            8 Corporate Center Drive
                                            Melville, New York 11747
                                            Attn.:  Legal Division

                                            NEC America, Inc.
                                            14040 Park Center Road
                                            Herndon, VA 20190
                                            Attention:  Director of Human
                                            Resources and Administration

             If to Subtenant                SteelCloud, Inc.
                                            At the Sublease Premises
                                            Attention:  Vice President - Finance

             With a copy to:                Edward J. Tolchin
                                            Fettmann, Tolchin & Majors, P.C.
                                            10509 Judicial Drive, Suite 300
                                            Fairfax, VA 22030

             Prior to the Sublease Commencement Date :
                                            SteelCloud, Inc
                                            1302 Squire Court
                                            Dulles, VA 20155
                                            Attention: Vice President - Finance

             With a copy to:                Edward J. Tolchin
                                            Fettmann, Tolchin & Majors, P.C.
                                            10509 Judicial Drive, Suite 300
                                            Fairfax, VA 22030

           (b) The failure of Sublandlord to exercise any of its rights is not a
           waiver of those rights. Sublandlord waives only those rights
           specified in writing and signed by Sublandlord.



                                      -17-
<PAGE>


           (c) From and after the Sublease Commencement Date, any notice, demand
           or other communications hereunder shall be delivered to Subtenant at
           the Sublease Premises in accordance with this Paragraph 10. Notices
           shall be deemed to have been fully given upon actual delivery thereof
           to the address or addressee provided above or, if delivery thereof is
           refused, then upon such refusal to accept delivery (provided that
           there is reasonable evidence of such refusal). Either party shall
           have the right upon ten (10) days prior notice to the other to change
           its address for notice as provided above.

11.        Security Services.

           (a) Subtenant shall be required to use Sublandlord's security access
           system for the Common Areas. If Subtenant desires security services
           for its specific suites on the Premises, Subtenant must request such
           services, and if available, such services will be provided at
           Subtenant's expense.

           (b) Sublandlord shall, upon receipt of a list of Subtenant's
           employees to be located in the Sublease Premises, provide Subtenant
           with a reasonable number of security/identification badges (which may
           be coded to reflect the respective employee issued such card)
           sufficient for the use by such identified employees of Subtenant,
           subject to limitations: (a) Subtenant shall promptly notify
           Sublandlord of any termination of employment of any of such employees
           so that their security/identification badge can be coded to no longer
           afford such employee access to the Building (b) Subtenant shall be
           responsible for returning all such security/identification badges to
           Sublandlord upon the expiration of the Sublease Term or earlier
           termination of this Sublease; (c) Subtenant shall pay to Sublandlord
           its reasonably estimated cost of (i) purchasing the security cards
           and identification badges, (ii) replacing any lost or unreturned
           security/identification badges and (iii) programming any computers as
           to the employees and access to be afforded to the employees of
           Subtenant by such security/identification cards.

           (c) Subtenant shall cooperate fully with Sublandlord to coordinate
           all necessary steps to fulfill the goals of the Security Services
           described herein, including making its employees available for
           identification photos and the like.

           (d) Sublandlord may decide, but is not obligated, to have an
           after-hours security guard or security service patrol the Outside
           Areas and the reasonably allocable cost of any such security guard or
           security service shall be included as part of Subtenant's Additional
           Rent payable by Subtenant hereunder so long as Subtenant benefits
           from services of the security guard or security services.
           Notwithstanding anything to the contrary set forth herein,
           Sublandlord shall have no liability to Subtenant in the event of the
           failure of any security system, security guard or security services
           either to work as contemplated or to avoid any improper or unlawful
           entry or improper or unlawful acts of any current or former employees



                                      -18-
<PAGE>

           of Subtenant, or Sublandlord or of any third party. Subtenant and its
           respective officers, employees, agents, customers, invitees and
           licensees shall at all times comply with Sublandlord's security
           procedures set forth in the Master Lease, Building Rules and
           Regulations and Safety and Security Guidelines Rules and Regulations
           attached hereto as Exhibit "B", as the same may be revised from time
           to time, including any revisions required upon Sublandlord's and
           Subtenant's agreement regarding the Security Services to be provided
           by Sublandlord hereunder.

           (e) Subtenant shall have access to its premises 24 hours per day, 7
           days per week, 52 weeks per year. However, Sublandlord shall have a
           right to instigate or cause to be instigated rules and regulations
           regarding after hours access to the building and the premises.
           Sublandlord shall not be held liable for Subtenants inaccessibility
           in the event of riots, strikes, acts of war or terrorism or any other
           matters outside of the reasonable control of Sublandlord.

12.        ALTERATIONS.

           Subtenant shall not make any alterations, improvements or additions
           (collectively, "Subtenant Alterations") in or to the Sublease
           Premises without the prior written consent of Sublandlord and Master
           Landlord. All Subtenant Alterations shall be subject to the terms and
           conditions of the Master Lease, including without limitation, the
           obligation to remove such Subtenant Alterations at the end of the
           Sublease Term and restore the Sublease Premises to its original
           condition if so required by Master Landlord. All Subtenant
           Alterations shall be performed by a contractor approved by
           Sublandlord, such approval not to be unreasonably withheld. Upon
           completion of Subtenants space plans, for Subtenants initial
           improvements to the Subleased premises, Subtenant shall submit it's
           plans and construction documents to Sublandlord for Sublandlords
           approval, which shall not be unreasonably withheld. Subtenants space
           plan documents shall be initialed by Subtenant and once approved by
           Sublandlord affixed to this Sublease agreement as Exhibit "F".
           Promptly upon completion of any Subtenant Alteration, Subtenant shall
           deliver to Sublandlord, a complete set of all "as-built" plans and
           specifications (in CADD format) with respect to any such Subtenant
           Alterations.

13.        Brokers

           Subtenant warrants that ACP Mid-Atlantic LLC is the only broker it
           dealt with on this Lease. Subtenant shall defend, hold harmless, and
           indemnify the Sublandlord from any claims or liability arising from
           the breach of this warranty. Sublandlord shall pay a commission to
           ACP Mid-Atlantic, LLC in accordance with a separate subleasing
           commission agreement.



                                      -19-
<PAGE>


14.        Miscellaneous.

           (a)    This Sublease may be executed in counterparts, each of which
                  shall be deemed an original, but all of which together shall
                  constitute one instrument.

           (b)    This Sublease cannot be changed or terminated orally. All
                  understandings and agreements heretofore made between the
                  parties are merged in this Sublease, which alone fully and
                  completely expresses the agreement between Sublandlord and
                  Subtenant.

           (c)    Each and every indemnification obligation set forth in this
                  Sublease, or incorporated into this Sublease from the Master
                  Lease, shall survive the expiration or earlier termination of
                  the term of this Sublease.

           (d)    If, for any reason, any suit be initiated to enforce any
                  provision of this Sublease, the prevailing party shall be
                  entitled to legal costs, expert witness expenses, and
                  reasonable attorneys' fees, as fixed by the court.

           (e)    This Sublease shall not become effective unless and until
                  Sublandlord and Subtenant have executed and delivered the
                  same, and Master Landlord has executed and delivered a consent
                  to this Sublease in form reasonably acceptable to Sublandlord
                  and Subtenant, or shall otherwise have been deemed to have
                  granted its consent to this Sublease pursuant to the
                  provisions of the Master Lease. By delivering this Sublease,
                  each party hereby represents and warrants to the other that
                  such execution and delivery has been duly authorized by all
                  necessary corporate action and that the person(s) executing
                  same have been duly authorized to do so.

           (f)    Subject to the restrictions on assignment set forth in this
                  Sublease which incorporates section 11 (Assignments and
                  Subletting) of the Master Lease, this Sublease shall be
                  binding on and shall inure to the benefit of the parties
                  hereto and their respective successors and assigns.

           (g)    Subtenant shall have the right to park at a ratio of 3.4:1000
                  on Subtenants surface parking lot. Subtenant shall follow
                  Sublandlord's and Landlord's rules and regulations that may be
                  enacted from time to time in accordance with commercially
                  reasonable practices.

           (h)    Subtenant shall have the right to affix its logo / sign on the
                  glass display area located in the lobby of the Building in
                  which the Subleased Premises are located. However, Sublandlord
                  and Master Landlord shall have the right to approve such
                  signage prior to Subtenants installation as delineated in
                  Exhibit J. Both Master Landlord and Sublandlord approval shall
                  be granted prior to or at the time of Master Landlord's
                  Consent to this Sublease or Sublandlord's execution of this
                  Sublease, whichever shall be later. Subtenant's sign must be
                  displayed in a manner consistent with Class B buildings and
                  shall not distract from the Class B appearance of Sublandlords
                  lobby.



                                      -20-
<PAGE>


           (i)    Sublandlord shall so long as it continues to occupy one third
                  (33%) of the building continue to operate a dining / cafeteria
                  facility within the building throughout the term of this
                  agreement. The operation of the facility will be consistent
                  with other "like dining center operations" in the Herndon, VA
                  commercial office marketplace.

           (j)    Sublandlord will share with Subtenant as a tenant in common
                  (with no cost to Subtenant) the two first floor lobby
                  conference rooms located in the lobby of the building.
                  Subtenant shall abide by Sublandlords rules and regulations
                  regarding the use and occupancy of the conference rooms. Rooms
                  must be scheduled and reserved in advance at least 4 hours
                  prior to their utilization. Sublandlord shall have the right
                  to charge Subtenant for the cleaning of the conference rooms
                  after Subtenants use.

15.        SECURITY DEPOSIT.

           Subtenant has deposited one month's rent in the amount of $23,094.50
           (Security Deposit) with Sublandlord to secure Subtenant's performance
           of its Sublease obligations. If Subtenant defaults, Sublandlord may,
           after giving five (5) days advance notice to Subtenant, without
           prejudice to Sublandlord's other remedies, apply part or all of the
           Security Deposit to cure Subtenant's default. If Sublandlord so uses
           part or all of the Security Deposit, then Subtenant shall within ten
           (10) days after written demand, pay Sublandlord the amount used to
           restore the Security Deposit to its original amount. Any unused
           Security Deposit shall be promptly returned to Subtenant at the
           termination of this Sublease.

16.        FURNITURE AND EXTERIOR SIGNAGE

           Sublandlord shall provide Subtenant with excess existing office
           furniture as outlined on the attached "Furniture Exhibit" (See
           Attached Exhibit "G") for Subtenant's use throughout the term of the
           Sublease at no cost to Subtenant. Prior to Subtenant's occupancy,
           Sublandlord, at Sublandlord's sole cost and expense shall remove all
           furniture not required by Subtenant.

           Sublandlord shall make 70 square feet of space available for
           Subtenant to install its sign on the building and in the location as
           delineated per the attached Exhibit "H". Subtenant must comply with
           all rules and regulations, and governmental codes, restrictions and
           ordnances relating to the installation of its sign. The exact size,
           shape, color, and location must be prior approved by Landlord and
           Sublandlord at their sole and absolute discretion. The installation
           of the Exterior Signage on the Building, shall be at Subtenant's sole
           cost and expense. Subtenant is responsible for the manufacture and
           installation, and removal of its sign at the end of the Sublease
           term. Subtenant is responsible for obtaining all permits and
           approvals from all agencies. Subtenant is responsible for the removal
           of its sign at the end of the Sublease term and the restoration of
           the building as may be required by the Sublandlord or Landlord.



                                      -21-
<PAGE>


17.        COMPLIANCE WITH REGULATIONS

           Sublandlord shall comply with all rules, regulations, laws and
           ordinances as they relate to the Building and its common areas.
           Subtenant shall comply with all rules, regulations, laws, and
           ordinances as they relate to its occupancy in the Subleased Premises.
           Sublandlord shall be responsible for compliance to fire / life safety
           and ADA rules and regulations within the common areas of the
           building. Subtenant shall likewise be responsible for its compliance
           within the Subleased Premises.

18.        QUIET POSSESSION

           The Sublandlord covenants that it has the right to make this Sublease
           for the terms aforesaid; and, that if Subtenant shall not be default
           of this Sublease and pay the Rent and perform all of the covenants,
           terms and conditions of this Sublease to be performed by the
           Subtenant, the Subtenant shall, during the term hereby created,
           peaceably and quietly occupy and enjoy the full possession of the
           Sublease Premises without disturbance by Sublandlord.




















                                      -22-
<PAGE>




        IN WITNESS WHEREOF, the parties have executed this Sublease as of the
date set forth above.


SUBLANDLORD:                            NEC AMERICA INC.,
                                        a New York corporation



                                        By
                                           -------------------------------------

                                        Its:
                                             -----------------------------------














                                      -23-
<PAGE>





SUBTENANT:                              _____________________________ INC.,

                                        a _____________________ corporation



                                        By
                                           -------------------------------------

                                        Its:
                                             -----------------------------------




















                                      -24-
<PAGE>




                                    EXHIBIT A


                           [See Attached Master Lease]






















                                      -25-
<PAGE>



                                    Exhibit B

                         Safety and Security Guidelines

                             14040 PARK CENTER ROAD

                              Rules and Regulations


COMMUNICATION:

           (b) Sub-tenant Contact

Each sub-tenant is asked to provide the Facilities Department with a name of one
individual designated as the "Sub-tenant Contact" Any request pertaining to
temperature control, maintenance, Security Access Control, parking and any other
items should be conveyed from the "Sub-tenant Contact" to the appropriate person
in the NECAM Facilities Department.

           (c) KEYS, SIGNS, AND MAIL SERVICE


           (d) Suite Entry Keys

The keys to your office space will be turned over to a designated representative
of your firm on the day you are scheduled to move into the facility. The key may
be picked up at this facility on the day you are scheduled to move in. For
security reasons, you will be required to sign for your keys.

NECAM will have installed one Honeywell access card reader at the entrance to
sub-tenants space, and on the stairwell doors leading into sub-tenant space, the
cost of any additional Honeywell card readers and installation will be at the
expense of Sub-tenant. NECAM will provide sub-tenant with two keys to each door
lock initially installed in the premises. Tenants will be charged for all keys
and locksets that are not covered in their lease, and for any additional keys.
Sub-tenant shall not alter any lock or install security systems, new or
additional locks or bolts on any door of their premises, without the consent of
the Facilities Department. The Facilities Department will need to have at least
three keys to each new lock installed. In addition they will need access to the
space in order to; provide security, cleaning services, and for maintenance of
the facility. Under no circumstances can any additional locks be put on
stairwell doors.




                                      -26-
<PAGE>


           (e) Suite Entry Signage and Directory Listings

Suite entrance signs and directory listings must be ordered through the
Facilities Department. Both require special fabrication and should be ordered a
minimum of six (6) weeks before they are needed.

           (f) Mail

The United States Post Office delivers the U.S. Mail to this facility Monday
through Friday, except for Federal Government holidays. There is a mailroom on
the first floor; all incoming and outgoing mail will be delivered/picked up at
that location. Sub-tenant will be assigned a mailbox with their name on it. If
you have a large amount of mail entering or leaving the facility you may request
a drop off or pickup area at the rear of the mailroom. For your convenience,
Federal Express has a pick up at the facility every day at 6:00 pm. You must
have your package to the Security Officer at the rear entrance of the facility
no later than 5:00pm. Your package must be labeled and ready prior to giving it
to the Officer. If there is no label on the package, the Federal Express person
will not take the package


           (i) Deliveries

Please notify the Facilities Department when you need the elevators to move
bulky materials, office furniture or equipment in or out of the facility, so we
may accommodate your schedule. We will need to coordinate the following with
you:
      o    Time of the delivery or movement
      o    Method of the movement
      o    Routing of the movement

NECAM shall not be liable for injury or damages to any person or property
involved as a result of the sub-tenant deliveries or move-ins.

Materials that may cause discomfort, inconvenience or damages (such as open
paint cans, solvents and fuels) are not allowed on the passenger's elevator.

Deliveries of all material, supplies or equipment must enter the facility from
the loading dock only and be transported on the service elevator. The Facilities
Department must be notified prior to large deliveries.


           (g) Moving Policies and Procedures

We would like for your relocation to our facility to be as smooth as possible.
To facilitate your move, we recommend that you review the following rules and
regulations with your moving company prior to the day of your arrival.



                                      -27-
<PAGE>


      o    Please contact the Facilities Department to schedule your move-in at
           least 48 hours in advance. A building engineer must be on site during
           all move-ins. Engineering staff will be available during the regular
           business hours (9:00am-6:00pm). In the event that your move extends
           beyond these hours, the Sub-tenant will be charged for engineering
           staff at the over time rate.
      o    Clean, masonite sections, furnished by the moving company, will be
           used as protection on all finished floor areas along your move route.
           The masonite must be at least one-quarter inch thick, 4X8 foot panels
           in the elevators lobbies and corridors and 32-inch panels through
           doors and in the sub-tenant spaces. All adjoining sections of
           masonite must be affixed with masking tape to prohibit rising and
           sliding.
      o    The Facilities Department representative and the moving company
           personnel will inspect all walls, floors, doorframes, elevators cabs
           and other areas along the move route before and after the move. The
           mover must provide and install protective coverings on all walls,
           doorframes, elevators cabs and other areas that may be subject to
           damage as described above.
      o    Any damage to the building or fixtures caused by the move will be
           repaired or paid for by sub-tenant. It will be the sub-tenant's
           responsibility to monitor the moving company's activities within the
           building as well as following up with them to make necessary repairs
           or compensation. NECAM shall not be liable for injury or damage to
           any person or property as a result of Sub-tenant move-in or
           deliveries.
      o    NECAM shall have the right to prescribe the weight and position of
           heavy equipment or objects, which may over stress any portion of the
           floor. All damages done to the building by improper placing of such
           heavy items will be repaired at the sole expense of the responsible
           sub-sub-tenant. The sub-tenant shall notify the Facilities Department
           when safes or other heavy equipment or objects are to be taken in or
           out of the facility
      o    The moving company transporting supplies, furniture and or equipment
           through the building shall secure and present to the Facilities
           Department a Certificate of Insurance reflecting the following
           coverage at least twenty-four (24) hours prior to the move-in.

           2. Sub-tenant and Contractors Insurance Requirements


Lincoln Properties must be engaged by sub-tenant to manage Subtenant's
contractors, architects, engineers, vendors, etc during any construction in the
facility. Prior to the commencement of the lease and prior to any work or other
entry to the premises, Sub-tenant shall maintain the following types and amounts
of insurance for claims that may arise from or in connection with the lease
agreement. Sub-tenant shall also cause all contractors, vendors, movers or
anyone entering the premises to perform work, service or delivery (collectively
referred to hereafter as "Contractors") to maintain similar coverage for claims
that may arise from or in connection with their work on or about the premises.



                                      -28-
<PAGE>


           1.     Workers' Compensation Insurance in compliance with the
                  statutory requirements for the Commonwealth of Virginia, and
                  Employers Liability Insurance with limits of not less than
                  $1,000,000 per accident or disease.

           2.     Commercial General Liability Insurance on an occurrence form,
                  with limits of not less than $1,000,000 per occurrence and in
                  the aggregate and $1,000,000 products/completed operations per
                  occurrence and in the aggregate. Such insurance shall provide
                  coverage for bodily injury, personal injury, property damage,
                  advertising injury and broad form contractual coverage for the
                  indemnity obligations stated herein or in the lease. For all
                  claims, loss, damage or cause of action of any kind whatsoever
                  arising out of Sub-tenant's or its Contractor's work or
                  operations on or about the premises, this insurance is
                  Primary, not Contributory, and not in excess of any other
                  insurance maintained by Landlord, Owner and NEC America, Inc.

           3.     Auto Liability Insurance, including vehicles owned, hired and
                  non-owned, with a combined single limit of not less than
                  $1,000,000 per accident.

           4.     Property Insurance on an "All Risk" form providing coverage
                  for all sub-tenant improvements and equipment, inventory, and
                  other personal property for not less than the full replacement
                  cost value.

           5.     Other insurance as may be reasonable and prudent in light of
                  your operations, as determined at the sole discretion of
                  Landlord, Owner or NEC America, Inc.

Such insurance shall be placed with insurers with a Best's rating of not less
than A V and must be lawfully authorized to do business in the Commonwealth of
Virginia. Sub-tenant shall provide, and shall cause its contractors to provide,
a certificate of insurance to Landlord, Owner and NEC America, Inc. evidencing
the required insurance coverage set forth above on a standard ACORD form,
providing not less than 30 days notice of cancellation or material alteration.
Landlord, Owner and NEC America, Inc. shall be named as additional insured under
the General Liability and Auto Liability policies. Sub-sub-tenant and its
Contractors hereby agree, and shall cause its insurers to agree, to waive its
right of recovery and subrogation against Landlord, Owner (Lexington Properties)
and NEC America, Inc. for any and all claims, loss or damage under the Workers'
Compensation Insurance and Property Insurance policies.


           3.     Indemnity and Hold Harmless


Sub-tenant and its Contractors shall indemnify, defend and hold harmless
Landlord, Owner and NEC America, Inc. from and against all claims, loss, damage
or cause of action of any kind whatsoever arising in any manner out of
sub-tenant's or its Contractor's work or operations on or about the premises.



                                      -29-
<PAGE>


Further, sub-tenant and its Contractors shall be responsible for any and all
damages and losses to tools, equipment, etc. utilized in the performance of work
or operations on or about the premises. Sub-tenant and its Contractors shall
also be responsible for any assumption of liability in the performance of work
or operations or under performance of the act of moving.

All in house moves involving elevators or common areas shall comply with the
above rules.

           (a)    Soliciting

           (b) There is no soliciting in the 14040 Park Center Road Building. If
someone is soliciting your office suite, please contact the Security Officer at
703-834-4840 immediately and provide him or her with a description of the
individual. We will act quickly to have them escorted from the property.



SMOKING POLICY

It is the practice of the Landlord and NECAM to comply with the rights of all
Tenants and provide a safe, healthy, and productive work environment in
accordance with city and/or state ordinances and/or laws. One way in which this
will be accomplished is through ongoing efforts to accommodate non-smokers and
assist smokers to comply with the smoking restrictions.

PROHIBITED SMOKING AREAS

The building is a smoke free building. Smoking is not permitted any where in the
building or in the entrances to the building.

DESIGNATED SMOKING AREAS

There is a designated smoking area at the rear of the patio near the rear
entrance of the facility. Smoking is not permitted in any other area outside,
other than the rear parking lot. Smokers cannot light up until they are in the
designated smoking areas.

SECURITY

Security Staff is on site from 7:00am-11:00pm seven days a week. The officers
are trained to respond to all kinds of emergencies, (First Aid, CPR and AED) as
well as provide a watchful presence. The officers are stationed on the first
floor. Our building uses multiple entry control devices at various department
doors and labs to insure that only authorized personnel are allowed in. Entry is
for all authorized personnel based upon time, day, weekend, and holiday access.
If you need to have access to the facility after hours and your card does not
work, you will need to provide written notice to the Security Office 24 hours
prior to being allowed in the facility. If you do not have access you will not
be allowed in.

I.D. BADGES/ACCESS CARDS

I.D. Badges/Access cards are required for controlled entry areas, the tenants'
photo identification badges is their access badge. These are being issued
through the Security Department. Each Sub-tenant must complete a form for every
employee/contractor that indicates his or her approved access times to the
facility. Please designate one person from your organization that is responsible
for approving access times.



                                      -30-
<PAGE>


VISITOR ACCESS

Vendors and visitors are required to sign in at the main lobby and obtain a
visitor badge from the Security Personnel; the Security Officer will call your
party. Visitors are required to be escorted by an employee of the sub-tenant. A
temporary visitor badge will be issued and must be worn at all times. All
vendors are required to be escorted at all times. When the visitor leaves, they
must return to the main lobby security desk and sign out and return the visitor
badge. Please keep an updated employee list at the front desk (for Security use
only).

           (c) Hazardous Material

The use of oil, gas or other flammable liquids for any reason is expressly
prohibited. Explosives or other articles deemed hazardous should not be brought
into the building. The Sub-tenant shall not do or permit anything to be done in
or about the facility, or bring or keep anything therein that may in any way
increase the rate of fire or other insurance on the building.

                  (i)

                  (ii) Heating and Air Conditioning

Tenants shall not use any method of heating (such as space heaters), fans or air
conditioning other than that supplied by the NECAM.

                  (iii) Ingress/Egress

Sidewalks, doorways, vestibules, halls, stairways or similar areas shall not be
obstructed nor shall refuse, furniture, boxes or other items be placed therein
by the sub-tenant or its offices, agents, contractors and employees, or used for
any purpose other than ingress and egress to and from the leased premises.

Sub-tenant agrees to allow semi-annual inspections of their space in
anticipation of tours inspections by fire-marshalls, insurance inspectors,
landlord and agree to make any recommended corrections/changes, etc.








                                      -31-
<PAGE>


           (d) Rubbish Removal

The Sub-tenant shall store all its trash and garbage within its premises. The
Sub-tenant shall not place in any trash box or receptacle any materials that
cannot be disposed of in the ordinary and customary manner of trash and garbage
disposal. All garbage and refuse disposal shall be made in accordance with
reasonable directions issued from time to time by NECAM.

           (e) Recycling Program

A voluntary wastepaper-recycling program has been started at this facility, each
employee will be issued a Desk Collection Unit for the collection of white paper
only. Simply place the unit within arm's reach and place any white office paper
into it. Note that not all office paper is recyclable under the program if
you're in doubt throw it out.

Aluminum cans are collected in containers marked accordingly. A collection
container will be placed in the break room. Cans are taken to the local fire
department, proceeds from the sale of the cans are used to help children who are
burn victims.

PLUMBING FIXTURES

Plumbing fixtures and appliances shall be used for the purpose that they were
intended. No unsuitable material shall be placed therein.

           (f)

           (g) Seasonal Decorations

Christmas trees set up in the facility shall be in conformance with the
following specifications:
      1.   NO live trees are to be used in the facility.
      2.   Artificial trees must be placed so they do not in any way block an
           exit door, nor obscure an exit sign.
      3.   Only decorations of non-flammable materials are to be used.
      4.   Electric wiring shall not be used on metallic trees. Metallic trees
           may be illuminated by use of a spotlight placed a safe distance away.
      5.   Any electric lights used on a tree must conform to local electric
           code and be U.L. approved.
      6.   All artificial trees must be flameproof to the satisfaction of the
           Fairfax County Fire Marshal.
      7.   Use of candles or flame decorations is prohibited.

           (h) Security Systems

If Sub-tenant requires burglar alarms or similar services it shall first obtain
permission, and comply with, NECAM's's instructions for their installation.



                                      -32-
<PAGE>


           (i) Sub-tenant Construction

Except as approved by the Landlord, Sub-tenant shall not unreasonably mark,
drive nails, screw or drill into partitions, woodwork, drywall or in any way
deface the premises. Sub-tenant shall not cut nor bore holes for wires without
the Landlords consent. Such consent shall not be unreasonably withheld.
Sub-tenant shall not affix any floor or wall coverings to floor or walls of
premises in any manner except as approved by the Landlord. Sub-tenant shall
repair any damages resulting from noncompliance with this rule.

           FIRE ALARM PROCEDURES

           The NECAM HAS THE RIGHT TO EVACUATE THE FACILITY IN THE EVENT
OF A FIRE ALARM OR EMERGENCY OR FOR RANDOM FIRE/EVACUATION TEST DRILLS. AT NO
TIME WILL A SUB-TENANT HAVE THE RIGHT TO EVACUATE THE FACILITY WITHOUT THE
CONSENT OF THE FACILITY DEPARTMENT.



           (j) Windows and Doors

No signs, directories, posters, advertising, or notices shall be painted or
affixed on or to any window or door, or in corridors or other parts of the
building. Exceptions shall be made by the Facilities Department in writing for
prior approval. No additional signs shall be posted without the Facilities
Departments written consent to location and form, and the cost of preparing and
posting such sign shall be borne solely by the Sub-tenant. The NECAM shall have
the right to remove all unapproved signage without notice to the Sub-tenant, at
the Tenants expense.

           (k) After-Hours Maintenance

For emergency service after 5:00pm, on holidays and on weekends, please contact
the Facilities Department at 703-856-4912. they will have the appropriate
engineer respond.

           (l) Additional Maintenance Services

The Facilities Department can assist in providing special services for your firm
as may be required for an additional cost. These services include, but are not
limited to: special cleaning, extra trash removal, non-building standard light
bulb replacement, and electrical repairs out side of the building standards.

           (m) Cleaning Services

The janitorial cleaning contractor for the 14040 Park Center Rd. Facility
performs nightly cleaning in the building between the hours of
6:00p.m.-10:00p.m., Monday through Friday. The cleaning crew is supervised at
all times and all employees must be in uniforms.



                                      -33-
<PAGE>


           (n) Noise

Sub-tenant shall not cause or permit any improper noises in the facility.

           (o) Smoking Policy

THERE IS TO BE NO SMOKING IN THIS FACILITY AT ALL TIMES.
For the convenience of those who wish to smoke, Facilities has placed smoking
urns on the patio in the smoking area. Smoking is not permitted at or near the
doorway or air intake vents. The front entrance of the building is not a
designated smoking area.

ITEMS THAT ARE NOT ALLOWED IN THE FACILITY

      o    No animals shall be brought in or kept in the facility or on facility
           grounds.

      o    No machinery of any kind, other than ordinary office machines such as
           copy machines, typewriters and PC'S shall be operated in the leased
           premises.

      o    No Flammable or explosive fluids or substance.

      o    No space heaters, fans, coffee makers.

      o    No bicycles, motorcycles or similar vehicles will be allowed.

      o    The Sub-tenant will not place vending machines or dispensing machines
           of any kind in leased premises but may supply vending machines within
           its Sublease Premises so long as the placing of such does not violate
           any exclusivity rights granted unto other vendors.

      o    Making changes or alterations to any portion of the building without
           the Landlord's prior written approval, which may be given on such
           conditions as Landlord may elect. Contractors and/or workmen approved
           by the Landlord shall do all such work. All work will be done under
           the supervision of Lincoln Properties.

      o    No portion of this facility shall be used as lodging rooms.

      o    No canvassing, soliciting and peddling in the building or on the
           property.




                                      -34-
<PAGE>

           (p) Amenities

CAFETERIA

The NEC Cafe is located on the first floor. There are indoor and outdoor dining
areas available. It opens up to the landscaped courtyard and parking area.
Breakfast and lunch are available Monday-Friday from 7:00a.m. to 1:30p.m.

No food or drinks shall be distributed from Sub-tenant's offices without the
prior written approval of the Facility Department. Vending services will be
provided by tenant. Parking Parking in parking lots is limited to one car per
space, and only for vehicles with current tags and registrations. Under no
circumstances are any vehicles to be stored in the parking lot. If a car must be
left in the parking lot overnight, security should be apprised and keys to the
vehicle given to security in the event of an emergency. If any sub-tenant
vehicles need to be towed from the parking lot in order to make any repairs to
the parking areas that sub-tenant was notified of in advance, the expense will
be bourne by sub-tenant.

SUMMARY

These Rules and Regulations are in addition to, and shall not be construed to in
any way modified or armed, in whole or in part, the terms, covenants, agreements
and conditions of any lease of any office space in this facility. NECAM reserves
the right to rescind any of these rules and make further rules and regulations
as they see fit for the operation of the building. Subtenant shall be bound by
these rules as soon as sub-tenant takes possession of the space for purposes of
improving the space.
















                                      -35-
<PAGE>


                              2004 HOLIDAY SCHEDULE

               No Services will be provided on the following days:



New Year's Day

President's Day

Memorial Day

July 5th

Labor Day

Thanksgiving Day

Day After Thanksgiving

Christmas Eve

New Year's Eve Day
















                                      -36-
<PAGE>


                                    Exhibit C

           (i) CONSTRUCTION AND MOVE RULES AND REGULATIONS

1.    Subtenant and/or the general contractor will supply the Sublandlord and
      the Property Manager with copies of all permits prior to the start of any
      construction activities .



2.    Prior to the commencement of any construction activities, Subtenant must
      provide to Sublandlord and Property manager for their approval copies of
      Construction Documents, the name of the General Contractor, The
      Contractor's subs, and a copy of the contract between the General
      Contractor and the Subtenant. At the completion of the contract, Subtenant
      shall provide Sublandlord and Property Manager with a final set of
      completed construction documents.



3.    Subtenant and/or the general contractor will post applicable permits on a
      wall of the construction site while work is being performed.



4.    Public area corridor, and carpet, is to be protected by plastic runners or
      a series of walk-off mats from the elevator to the suite under
      reconstruction.



5.    Contractors will remove their trash and debris daily, or as often as
      necessary to maintain cleanliness in the building. Building trash
      containers are not to be used for construction debris. Sublandlord
      reserves the right to bill Subtenant for any cost incurred to clean up
      debris left by the general contractor or any subcontractor. Further, the
      building staff is instructed to hold the driver's license of any employee
      of the contractor while using the freight elevator to ensure that all
      debris is removed from the elevator.



6.    No utilities (electricity, water, gas, plumbing) or services to the
      Subtenants are to be cut off or interrupted without first having
      requested, in writing, and secured, in writing, the permission of the
      Sublandlord.



7.    No electrical services are to be put on the emergency circuit, without
      specific written approval from the Sublandlord.




                                      -37-
<PAGE>




8.    Sublandlord will be notified of all work schedules of all workers on the
      site and will be notified, in writing, of names of those who may be
      working in the building after "normal" business hours. At Sublandlord's
      discretion additional security might be necessary for Subtenants after
      hours work, in such event Subtenant shall reimburse Sublandlord for the
      cost of after-hours security.



9.    Passenger elevators shall not be used for moving building materials and
      shall not be used for construction personnel except in the event of an
      emergency. The designated freight elevator is the only elevator to be used
      for moving materials and construction personnel. This elevator may be used
      only when it is completely protected as determined by Sublandlord building
      engineer.



10.   Contractors or personnel will use loading dock area for all deliveries and
      will not use loading dock for vehicle parking.



11.   Contractors will be responsible for daily removal of waste foods, milk and
      soft drink containers, etc. to dumpster and will not use any building
      trash receptacles but trash receptacles supplied by them.



12.   No building materials are to enter the building by way of main lobby, and
      no materials are to be stored in any lobbies at any time.



13.   Construction personnel are not to eat in the lobby or in front of building
      nor are they to congregate in the lobby or in front of building.



14.   Sublandlord is to be contacted by Subtenant when work is completed for
      inspection. All damage to building will be the responsibility of
      Subtenant.



15.   All key access, fire alarm work, or interruption of security hours must be
      arranged with the Sublandlord 's building engineer.



16.   There will be no radios allowed on job site.



17.   All workers are required to wear a shirt, shoes, and full-length trousers.




                                      -38-
<PAGE>



18.   Protection of hallway carpets, wall coverings, and elevators from damage
      with Masonite board, carpet, cardboard, or pads are required.



19.   Public spaces -- corridors, elevators, bathrooms, lobby, etc. -- must be
      cleaned immediately after use. Construction debris or materials found in
      public areas will be removed at Subtenant's cost.



20.   There will be no smoking, eating, or open food containers in the
      elevators, carpeted areas or public lobbies.



21.   There will be no yelling or loud or boisterous activities.



22.   All construction materials or debris must be stored within the project
      confines or in an approved lock-up area.



23.   There will be no alcohol or controlled substances allowed or tolerated
      anywhere on or in the property.



24.   The general contractor and Subtenant shall be responsible for all loss of
      their materials and tools and shall hold Sublandlord harmless for such
      loss and from any damages or claims resulting from the work.


25.   Lincoln Properties must be engaged by Subtenant to manage any construction
      in the facility.

26.   Prior to the commencement of the lease and prior to any work or other
      entry to the premises, Subtenant shall maintain the following types and
      amounts of insurance for claims that may arise from or in connection with
      the lease agreement. Subtenant shall also cause all contractors, vendors,
      movers or anyone entering the premises to perform work, service or
      delivery (collectively referred to hereafter as "Contractors") to maintain
      similar coverage for claims that may arise from or in connection with
      their work on or about the premises.




                                      -39-
<PAGE>


27.   Intentionally Deleted.

28.   Intentionally Deleted.

29.   Intentionally Deleted

30.   Intentionally Deleted

31.   Intentionally Deleted.

32.   Intentionally Deleted 33. Intentionally Deleted

34.   Further, Subtenant and its Contractors shall be responsible for any and
      all damages and losses to tools, equipment, etc. utilized in the
      performance of work or operations on or about the premises. Subtenant and
      its Contractors shall also be responsible for any assumption of liability
      in the performance of work or operations or under performance of the act
      of moving.

35.   All in house moves involving elevators or common areas shall comply with
      the above rules.









                                      -40-
<PAGE>

         Exhibit "D" Demised Premises














                                      -41-
<PAGE>


                  Exhibit "E" Amortization of Excess Improvements


















                                      -42-
<PAGE>


         Exhibit "F" Subtenants Space Plan



















                                      -43-
<PAGE>


Exhibit"H" Signage







         [GRAPHIC OMITTED][GRAPHIC OMITTED]


















                                      -44-
<PAGE>


         Exhibit J- Lobby Signage






















                                      -45-
<PAGE>