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                                                                   EXHIBIT 10.44

                          HOPKINS PLACE BUSINESS CENTER
                                 LEASE AGREEMENT

THIS LEASE AGREEMENT, is made this 10th day of July, 2006, by and between
HOPKINS ROADS ASSOCIATES, a Maryland General Partnership ("Landlord") and Dover
Saddlery Retail, Inc. ("Tenant"), a Massachusetts corporation.

      WITNESSETH: That for and in consideration of the rents, mutual promises
and covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
covenant, promise and agree as follows:

Section 1 - Demised Premises

      1.01. Demised Premises. Upon the terms and conditions hereinafter set
forth, and in consideration of the payment of the rent and the prompt
performance by Tenant of all of the covenants and agreements to be kept and
performed by Tenant, Landlord does lease, let, and demise to Tenant and Tenant
hereby leases from Landlord the following demised premises (hereinafter
"Premises"), situate, lying, and being in Anne Arundel County, State of
Maryland, and being a portion of the commercial improvements shown on Tax Map
No.36, Parcel 379, Liber 3529, Folio 60, being Suites "11, 12, & 13"., which has
an agreed area of 9000 square feet, a frontage of 90 linear feet, and a depth of
100 linear feet as outlined in red on Exhibit A attached hereto and incorporated
herein. The address of the premises is 1047 Maryland Route 3 North, HOPKINS
PLACE, Gambrills, Anne Arundel County, MD, 21054.

      1.02. Building. The term "Building" shall mean the building designated on
Exhibit A.

      1.03. Common Area. The term "Common Area" shall mean that designated as
such on Exhibit A.

                             Section 2 - Lease Term

      2.01. Term. Landlord leases to Tenant and Tenant hereby takes from
Landlord the Premises for the term of five years (5 years) at and for the Rent
set forth in Section 3 and such Additional Rent as set forth in this Lease.

      2.02. Commencement Date. The Commencement Date of this Lease shall be the
first day Tenant is provided access to the Premises. If the Commencement Date of
this Lease is not ascertainable at the date of the execution of this Lease,
Tenant and Landlord agree that when said date has been determined, the parties
shall enter into an amendment to this Lease specifying the Commencement Date of
the original term hereof.

      If the Commencement Date falls other than on the first day of a calendar
month, then all rents due hereunder for that month shall be pro-rated
proportionately for that month, and the full Lease term shall be equal to the
number of years set forth in Subsection 2.01 plus that portion of the month
remaining from the date of commencement through the last day of that month.

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      2.03. Lease Extension. Tenant may elect to extend the term of this Lease
for three (3) renewal terms of five (5) years by giving notice in writing to
Landlord of Tenant's intent to renew. Said notice shall be given no earlier than
one hundred eighty (180) nor later than ninety (90) days prior to the conclusion
of the initial term of this Lease for the first renewal term and no earlier than
one hundred eighty (180) nor later than ninety (90) days prior to the conclusion
of the first renewal term for the second renewal term. Default on any term or
condition of this Lease during the initial term terminates Tenant's right to
elect a renewal term.

      2.04. Termination. Unless written notice exercising the renewal term is
received by Landlord, this Lease shall terminate at the end of the initial term,
(or renewal term if applicable) without the necessity of any notice from either
Landlord or Tenant to terminate the same, and Tenant hereby waives notice to
vacate or quit the Premises. For the period of three months prior to expiration
of the term, Landlord shall have the right to display on the exterior of the
Premises a "For Rent" sign. During said period, Landlord may show the Premises
and all parts thereof to prospective tenants during normal business hours.

      2.05. Tenant Holding Over. If Tenant shall not immediately surrender
possession of the Premises at the termination of this Lease, Tenant shall become
a Tenant from month-to-month, provided Tenant first obtains the written consent
of Landlord and provided rent is paid to and accepted by Landlord in advance, at
the rate of rental payable hereunder just prior to the termination of this
Lease. Unless and until Landlord shall consent to Tenant's continued occupancy
and accepts such rent from Tenant, Landlord shall continue to be entitled to
re-take possession of the Premises without any prior notice whatever to Tenant.
If Tenant shall fail to surrender possession of the Premises immediately upon
the expiration of the term hereof, Tenant hereby agrees that all of the
obligations of Tenant and all rights of Landlord applicable during the term of
this Lease shall be equally applicable during such period of subsequent
occupancy, whether or not a month-to-month tenancy shall have been created as
aforesaid except that the monthly rent shall be 150% of the monthly rent for the
last month of the original term or renewal term of this Lease. In the event it
becomes necessary to Landlord to engage the services of an attorney, whether or
not legal proceedings are instituted against Tenant by Landlord as a result of
Tenant's holding over, either for payment of rent or for possession, then Tenant
agrees to pay all court costs associated with such proceedings, together with
all reasonable attorney's fees.

      Section 3 - Rent

      3.01. Minimum Rent. During the initial term of this Lease, Tenant
covenants and agrees to pay Landlord a total fixed minimum Rent of Six Hundred
Seventy Five Thousand and 00/100 Dollars ($675,000.00), paid at an annual
minimum rental rate of One Hundred Thirty Five thousand and 00/100 Dollars
($135,000.00), being Fifteen and no/100 Dollars per square foot ($15.00 /sq.
ft.) for the first year and as subsequently increased herein.

      Initial minimum Rent shall be payable in equal monthly installments of
_________________ Eleven Thousand Two Hundred Fifty Dollars and 00/100
($11,250), in advance, on the first day of each month during the term of this
Lease, or any renewal term, at the office of Landlord or such other place as
Landlord may designate, without any set off or deduction whatsoever.

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      If the Commencement Date shall be a date other than the first day of the
calendar month, Tenant shall, on the Commencement Date, pay to Landlord a sum
equal to one month's installment of rent, pro rated on the basis of the actual
number of days from the Commencement Date to the last day of the calendar month.

      3.02. Rent Increases. During the initial 5-year term of this Lease and the
first 5-year extension of the term of this Lease, the minimum annual rent
payable in twelve (12) equal monthly installments shall be increased each year
by three percent (3%), resulting in a minimum annual rent as follows:

      Year One: $135,000.00 annually or $11,250.00 per month

      Year Two: $139,050.00 annually or $11,587.50 per month

      Year Three: $143,221.50 annually or $11,935.13 per month

      Year Four: $147,518.15 annually or $12,293.18 per month

      Year Five: $151,943.69 annually or $12,661.97 per month

      Year Six: $156,502.00 annually or $13,041.83 per month

      Year Seven: $161,197.06 annually or $13,433.09 per month

      Year Eight: $166,032.97 annually or $13,836.08 per month

      Year Nine: $171,013.96 annually or $14,251.16 per month

      Year Ten: $176,144.38 annually or $14,678.70 per month

      In the event that the Tenant exercises its right to extend the Lease for a
second 5-year extension, the minimum annual rent applicable to the first year of
such second 5-year extension (i.e. the eleventh (11th) year of this Lease) shall
be calculated as follows: (a) a calculation shall be made to determine what the
minimum annual rent would have been during the first ten (10) years of this
Lease if the rent had been increased by the "CPI" as defined and described
below. The amount of the minimum annual rent that would have been payable during
the tenth (10th) year shall be determined; (b) if utilizing the CPI the minimum
annual rent that would have been payable during the tenth (10th) year would have
been three percent or more greater than the minimum annual rent actually paid
during the tenth year, then the minimum annual rent payable monthly for the
eleventh (11th) year shall be the amount that the minimum rent would have been
if the CPI had been utilized during the first ten (10) years but in no event
shall the minimum annual rent payable during the eleventh (11th) year utilizing
the CPI method of calculation be greater than six percent (6%) over the minimum
annual rent actually paid during the tenth (10th) year of this Lease; (c) if
utilizing the CPI the minimum annual rent that would have been payable during
the tenth (10th) year would have been less than three percent (3%) above the
annual minimum rent actually paid during the tenth (10th) year, then the minimum
annual rent commencing on the first day of the eleventh (11th) year, payable in
equal monthly installments, shall be a minimum of three percent (3%) greater
than $176,144.38. The minimum annual rent shall then be increased by three
percent (3%) per year for each year during the second 5-year extension term and
if the Tenant elects a third 5-year extension term, then the minimum annual rent
shall increase by three percent (3%) per year for each of those five

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(5) years. All minimum annual rent shall be paid in equal monthly installments
in advance on the first day of each calendar month throughout the next year of
this Lease.

      The "CPI" that shall be utilized to make the calculations set forth above
shall be the Consumer Price Index for Urban Wage Earners and Clerical Workers,
All Items, U.S. City Average (1982-84=100) (hereinafter called the "Index"),
printed monthly in the Monthly Labor Review published by the Bureau of Labor
Statistics, United States Department of Labor, PO Box 13309, Philadelphia, PA
19101. In the event of the discontinuance of this specified Consumer Price
Index, the Index most nearly approximate thereto shall be used.

      3.03. Operating Expenses. Tenant covenants and agrees to pay to Landlord
as Additional Rent Tenant's proportionate share of the cost for operating
expenses. Operating expenses shall mean the total costs and expenses paid or
incurred by Landlord in connection with the management, administration,
operation, maintenance, and repair of the Building and Common Area, including
without limitation, (i) the cost of public service electricity, water and other
utilities, (ii) the cost of repairs, supplies, equipment, maintenance, service
contracts and general maintenance cleaning of the Building and Common Area,
(iii) fees, charges, and other costs of all independent contractors engaged by
Landlord, or reasonably incurred in managing, administering, maintaining, and
repairing the Building and Common Area, including, but not limited to snow
removal and landscaping the Common Area, (iv) accounting, legal and other
professional fees incurred in the administration, operation, maintenance, repair
of the of the Building and Common Area . Notwithstanding the foregoing, the
operating expenses shall not include the cost, expenses and brokers fees
associated with locating tenants for the Building nor Landlord's collection
expenses incurred with delinquent Tenants nor accounting and other services
performed to solely benefit Landlord. Tenant shall pay in equal monthly
installments in advance on the first day of each month of the term of the Lease,
or any renewal term, or pro rata for a part of a month, if applicable, a
tentative monthly operating expense, which initially shall be Nine Hundred
Seventy Five and 00/100 Dollars ($ 975.00) as estimated by Landlord prior to the
term hereof and subject to adjustment as specified hereinafter.

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      The monthly installments paid by Tenant shall be adjusted within thirty
(30) days after Landlord, or its agent, determines the actual costs for any
fiscal period, (monthly, quarterly, semi-annually or annually, in the sole
discretion of Landlord), to reflect Tenant's actual share of such cost of
operating expenses; at which time, Tenant shall pay any balance owing on its
contribution or shall be refunded any excess, as the case may be; the monthly
payments made at the above specified rate shall also be adjusted (prospectively
or retroactively) to conform to any cost projection adopted by Landlord before
the initial accounting period ends.

      3.04 Real Estate Taxes. Tenant covenants and agrees to pay to Landlord as
Additional Rent Tenant's proportionate share of real estate taxes for the
Building and Common Area. Tenant shall pay in equal monthly installments, in
advance, on the first day of each month of the term of the Lease, or any renewal
term, or pro rata for a part of a month, if applicable, a monthly the pro rata
share of real estate taxes of Five Hundred Twenty Five 00/100 Dollars ($525.00)
and subject to adjustment as specified hereinafter.

      Real Estate Taxes shall include, without limitation, all general real
estate property taxes and general and special assessments, charges, fees, or
assessments for transit, housing, police, fire, or other governmental services
or purported benefits to the property, service payments in lieu of taxes, and
any tax, fee, or excise on the act of entering into this Lease on use or
occupancy of the Building or any part thereof or on the rent payable under any
Lease or connection with the business of renting space in the Building, that are
now or hereafter levied or assessed against Landlord by the United States of
America, or the State of Maryland, Anne Arundel County, or any other political
subdivision, public corporation, district, or other political or public
entities. Real Estate Taxes shall also include any other tax, fee, or other
excise however described, that may be levied or assessed as a substitute for or
in addition to, in whole or in part, any other real estate taxes, where they are
not now customary or in the contemplation of the parties on the date of the
signing of this Lease. Real Estate Taxes shall also include legal fees, costs
and disbursements incurred in connection with proceedings to contest, determine
or reduce real estate taxes. Tenant agrees to pay its proportionate share of any
increases in the real estate taxes in monthly installments upon notice of the
increase to Tenant from Landlord.

      3.05. Insurance. Tenant covenants and agrees to pay to Landlord as
Additional Rent Tenant's proportionate share of hazard and liability insurance
premiums on the Building and Common Areas. Tenant shall pay in equal monthly
installments, in advance, on the first day of each month of the term of the
Lease, or any renewal term, or pro rata for a part of a month, if applicable, a
monthly the pro rata share of insurance premiums of Two Hundred Twenty Five
00/100 Dollars ($225.00) and subject to adjustment as specified hereinafter.
Tenant further agrees to pay monthly as Additional Rent its proportionate share
of any increases of the said insurance premiums after notice of any such
increase in the proportionate share of insurance premium.

      3.06 Water and Sewer Charges. Water and sewer usage for the rental units
and the Common Area is billed to the Landlord based upon one central meter
serving the rental units and the Common Areas. Each rental unit, including
Tenant's Premises, has a separate private water and sewer meter for the water
and sewer usage by that rental unit. Water and sewer fees are billed by Anne
Arundel County quarterly. Tenant covenants and agrees to pay to Landlord as
Additional Rent Tenant's proportionate share of water and sewer fees based upon
its usage as reflected by its private water and sewer meter, together with its
proportionate share of water and sewer charges for the Common Areas, if any.
Tenant shall pay in equal monthly installments, in advance, on the first day of
each month of the term of the Lease, or any renewal term, or pro rata for a part
of a month, if applicable, an estimated monthly water and sewer charge of Fifty
and 00/100 Dollars ($ 50 .00) and subject to adjustment as specified
hereinafter.

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      The monthly installments paid by Tenant for water and sewer shall be
adjusted within thirty (30) days after Landlord, or its agent, determines the
actual costs for any fiscal period, (in this case quarterly), to reflect
Tenant's actual share of such cost of water and sewer fees; at which time,
Tenant shall pay any balance owing on its contribution or shall be refunded any
excess, as the case may be; the monthly payments made at the above specified
rate shall also be adjusted (prospectively or retroactively) to conform to any
cost projection adopted by Landlord before the initial accounting period ends.

      3.07. Tenant's Proportionate Share. Unless otherwise specifically
provided, Tenant's proportionate share of any Additional Rent and increases of
Additional Rent called for under this Lease for any period shall be Fifteen and
8/10 percent (15.8%) based upon Tenant's square footage and the total rentable
square footage of the Building, being approximately Fifty Seven Thousand
(57,000) square feet.

      3.08. Additional Rent. Whenever under the terms of this Lease any sum of
money is required to be paid by Tenant in addition to the annual and monthly
rental herein reserved, whether such payment is to be made to Landlord or to any
party, and said additional amount which Tenant is to pay is not designated as
"Additional Rent", or provision is not made for the collection of said amount as
"Additional Rent", said amount shall nevertheless be deemed "Additional Rent",
and shall be due and payable as such on the day the next installment of Minimum
Rent falls due hereunder or as otherwise specified in this Lease.

      3.09. Payment of Rent. Tenant shall pay all Rent and Additional Rent when
due and payable without any setoff, deduction or prior demand thereof
whatsoever. Any monthly rental payment, including, but not limited to, any
amounts due and payable as Additional Rent, which is not paid within seven (7)
days after the same is due and payable, shall bear a five (5%) percent late fee.
Additional Rent that shall become due shall be payable, unless otherwise
provided herein, with the next monthly installment of fixed Minimum Rent after
Tenant is notified of the amount of said Additional Rent. The acceptance by
Landlord of a check for a lesser amount with an endorsement or statement
thereon, or upon any letter accompanying such check, that such lesser amount is
payable in full, shall be given no effect, and Landlord may accept such check
without prejudice to any other rights or remedies which Landlord shall have
against Tenant. The failure of Tenant to pay any monthly installment of Rent or
Additional Rent, when due, for three (3) months during any twelve (12) month
period during the term of this Lease or any renewal term, shall constitute an
Event of Default of this Lease.

      3.10 Summary of Components of Monthly Rental. The monthly rental payment
due from Tenant upon the commencement of this Lease includes, but is not limited
to the following:

<TABLE>
<S>                                          <C>
             (i) Minimum Rent:               $ 11,250.00______________________
             (ii) 3.03 Operating Expenses:   $    975.00
             (iii) 3.04 Real Estate Taxes:   $    525.00 _____________________
             (iv) 3.05 Insurance:            $    225.00______________________
             (v) 3.06 Water & Sewer:         $     50.00 _____________________
</TABLE>

      In addition to the above are any charges elsewhere required by this Lease.

                       Section 4 - Intentionally Omitted.

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            Section 5 - Tenant's Use of Premises; Compliance with Law

      5.01. Tenant shall occupy the Premises upon commencement of the term and
thereafter will continuously use the Premises for the sales equestrian related
riding supplies and English riding equipment and related activities and for no
other purposes whatsoever. Tenant covenants that said use is expressly permitted
by C-4 zoning of the Anne Arundel County Zoning Code, which is the zoning
classification of the Property at the time of the signing of this Lease.

      5.02. Unless Landlord agrees to the contrary, Tenant shall conduct
business only under the following name or trade name: Dover Saddlery and or its
subsidiary trade names.

      5.03 Tenant, at Tenant's expense, shall comply with all laws, ordinances,
and regulations of federal, state and local authorities, including but not
limited to the Americans with Disabilities Act of 1990, if applicable,
pertaining to Tenant's use of the Premises and with recorded covenants,
conditions and restrictions, and restrictions, regardless of when they become
effective, including, without limitation, all applicable federal, state and
local laws, ordinances, or regulations pertaining to air and water quality,
Hazardous Material, waste disposal, air emissions, and other environmental
matters, all zoning and other land use matters, utility availability, and with
any direction of any public officers, pursuant to law, which shall impose any
duty upon the Landlord or Tenant with respect to the use or occupation of the
Premises.

      5.04 Tenant shall (i) not cause or permit any Hazardous Material to be
brought upon, kept, or used in or about the Premises by Tenant or its
contractors or subcontractors, or its or their agents, or employees, without the
prior written consent of Landlord, which Landlord shall not unreasonably
withhold as long as Tenant demonstrates to Landlord's reasonable satisfaction
that such Hazardous Material is necessary or useful to Tenant's business and
will be used, kept, and stored in a manner that complies with all laws
regulating any such Hazardous Material so brought upon, or used, or kept in or
about the Premises, (ii) generate no emissions to the ambient air other than
exhaust from the heating, ventilation, and air conditioning systems, (iii) use
no equipment requiring a permit to construct or operate under applicable air
pollution control statutes, ordinances, or regulations, (iv) not generate noise
at the property line in excess of allowable limits, (v) not install or use
incinerators or fuel-fired boilers, and (vi) not use or install any pipes,
solder, or flux that contain lead nor use any lead paint. If Tenant breaches the
obligations stated in the preceding sentence, or if the presence of Hazardous
Material on the Premises caused or permitted by Tenant results in contamination
of the Premises, or if contamination of the Premises by Hazardous Material
otherwise occurs for which Tenant is legally liable to Landlord for damage
resulting therefrom, then Tenant shall indemnity, defend, and hold Landlord
harmless from any and all claims, judgments, damages, penalties, fines, costs,
liabilities, or losses (including, without limitation, diminution in value of
the Premises, damages for the loss or restriction on use of rentable or usable
space or of any amenity of the Premises, damages arising from any adverse impact
on marketing of space, and sums paid in settlement of claims, attorneys' fees,
consultant fees, and expert fees) which arise during or after the lease term as
a result of such contamination. This indemnification of Landlord by Tenant
includes, without limitation, costs incurred in connection with any
investigation of site conditions or any clean-up, remedial, removal, or
restoration work required by any federal, state, or local governmental agency or
political subdivision because of Hazardous Material present in the soil or
ground water on or under the Premises. Without limiting the foregoing, if the
presence of any Hazardous Material on the Premises caused or permitted by Tenant
results in any contamination of the Premises, Tenant shall promptly take all
actions at its sole expense as are necessary to return the

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Premises to the condition existing prior to the introduction of any such
Hazardous Material to the Premises; provided that Landlord's approval of such
actions shall first be obtained, which approval shall not be unreasonably
withheld so long as such actions would not potentially have any material adverse
long-term or short-term effect on the Premises. The foregoing indemnity shall
survive the expiration or earlier termination of this Lease.

      5.05 At the commencement of this Lease, and on January 1 of each year
thereafter, including January 1 of the year after the termination of this Lease,
Tenant shall disclose to Landlord the names and amounts of all Hazardous
Materials, or any combination thereof, which were stored, used, or disposed of
on the Premises, or which Tenant intends to store, use, or dispose of on the
Premises.

      5.06 For the purposes of this Lease, "Hazardous Material" shall mean any
hazardous or toxic substance, material, or waste including, but not limited to,
those substances, materials, and wastes listed in the United States Department
of Transportation Hazardous Materials Table (49 CFR 172. 101) or by the
Environmental Protection Agency as hazardous substances (40 CFR Part 302) and
amendments thereto, or such substances, materials, and wastes that are or become
regulated under any applicable federal, state, or local law, ordinance, or
regulation including, but not limited to, the Resource Conservation and Recovery
Act, the Toxic Substances Control Act, the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA" or "Superfund"), the Clean Air Act, and
the Clean Water Act.

                            Section 6 - Improvements

      6.01 Tenant. Landlord agrees to authorize Tenant to perform the work set
forth in Exhibit B, at Tenant's own expense. During Tenant's performance of such
work Tenant shall, at its expense, remove from the property all trash, which may
accumulate. During such period of work, Tenant shall not unreasonably interfere
with Landlord's activities and shall maintain and provide certification of
workmen's compensation, liability, and builders risk insurance in amounts
satisfactory to Landlord. All work done by Tenant shall be done in accordance
with all applicable building codes, statutes, regulations, laws, ordinances of
federal, state, county and municipal authorities and with any direction or order
made pursuant to law by any public official or agency. All improvements (as
distinguished from trade fixtures) shall be the property of Landlord and may not
be removed without its consent. All cost for plans and permits shall be the
Tenant's responsibility.

      6.02. Acceptance. The Tenant accepts the Premises in "AS IS" condition

      6.03. Mechanic's Lien. No work which Landlord permits Tenant to do
pursuant to this Lease, whether in the nature of erection, construction,
alteration and repair, shall be deemed to be for the immediate use and benefit
of Landlord so that no mechanics lien or other lien shall be allowed against the
estate of Landlord by reason of any consent given by Landlord to improve the
Premises. Tenant shall provide to Landlord, prior to Tenant's occupancy of the
Premises, waivers or releases of mechanics liens from all subcontractors
performing any and all work on behalf of Tenant or at Tenant's request. Tenant
shall pay promptly all persons furnishing labor or materials with respect to any
work performed by Tenant or its contractors on or about the Premises. In the
event any proceedings shall at any time be filed against the Premises with
respect to mechanic's liens or any other lien by reason of work, labor, services
and materials performed or furnished, or alleged to be performed or furnished,
to Tenant or anyone holding the Premises through or under Tenant, Tenant shall,
within fifteen (15) days after said filing, forthwith cause the same to be
discharged of record


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or bonded to the satisfaction of Landlord. If Tenant shall fail to cause such
lien forthwith to be so discharged or bonded after being notified of the filing
thereof, then, in addition to any right or remedy of Landlord, Landlord may
discharge the same by paying the amount claimed to be due, and the amount so
paid by Landlord including reasonable attorneys fees incurred by Landlord in
procuring the discharge of such lien, together with interest thereon at eighteen
percent (18%) per annum shall be immediately due and payable by Tenant to
Landlord as Additional Rent.

      6.05. Tenant's Fixtures. All trade fixtures and apparatus (as
distinguished from Leasehold improvements) in which Tenant has an ownership
interest which are installed in the Premises shall remain the property of Tenant
and may be removed at any time, including upon the expiration of the term,
provided Tenant shall not at such time be in default of any terms or covenants
of this Lease, and provided further that Tenant shall repair any damage to the
Premises caused by the removal of said fixtures. If Tenant is in default of any
terms or covenants of this Lease at any time, Landlord shall have an automatic
security interest and lien upon such property located in or on the Premises and
as may be permitted under the laws of the State of Maryland. In the event such
lien develops or is asserted by Landlord, in any manner or by operation of law,
Tenant shall not remove or permit the removal of said property until the lien
has been removed and all defaults have been cured.

                         Section 7 - Tenant's Covenants

      7.01. In regards to the use and occupancy of the Premises, Tenant
covenants at its expense to: (a) keep the inside and outside of all glass on the
doors and windows to the Premises clean; (b) replace promptly any cracked or
broken glass of the Premises with glass of like kind and quality; (c) maintain
Premises in a clean and orderly condition and free of insects, rodents, vermin,
and other pests; (d) keep any garbage, trash, rubbish or other refuse in a
rodent proof container or containers within the interior of the Premises until
removed; (e) keep all mechanical apparatus free of vibration and noise which may
be transmitted beyond the Premises; (f) comply with and observe all rules and
regulations established by Landlord from time to time which apply generally to
all Tenants of the Building.

      7.02. If Tenant fails to comply with any covenant which requires payment
or work by Tenant under this Lease, in addition to any other rights that
Landlord may have against Tenant for such failure, Landlord may make such
payments or perform such work, at the expense of Tenant and upon receipt of an
invoice for the same from Landlord, Tenant shall pay the same as Additional
Rent.

                        Section 8 - Condition of Premises

      8.01. It is understood and agreed that Tenant's occupation of the Premises
is conclusive evidence that the Premises are in good and satisfactory condition
and in accordance with the terms of this Lease at the time such occupancy
occurs. Tenant agrees to accept the Premises in an "as is" condition and agrees
to maintain the Premises and all equipment in good and satisfactory operating
condition. The Landlord will warrant the operation of the heating, ventilating
and air conditioning (HVAC) system for three years (3), in so much as it was
installed by Landlord. Thereafter, Tenant shall be responsible for all repairs
and replacements to the HVAC system and shall maintain at its expense, a service
contract for the repairs to the same with a Maryland licensed HVAC contractor
acceptable to Landlord. Tenant shall provide Landlord with evidence of the
maintenance contract.

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                               Section 9 - Signage

      9.01. Tenant will not place or suffer to be maintained on either a
temporary or permanent basis any sign or other advertising matter on the
exterior of, nor on any part of, the Building or Common Area without the
previous written consent of Landlord, which consent may be withheld for any
reason. Any sign placed without Landlord's consent may be removed or caused to
be removed by Landlord at Tenant's expense. Tenant hereby agrees to utilize the
contractor named by Landlord for fabrication and installation of any sign
located on the exterior of the Premises, the Building , if so permitted, or on
the common pylon road sign. Tenant may obtain the name of the contractor from
the Landlord or Landlord's agent. Tenant shall be responsible for all costs
associated and arising out of the fabrication and installation of the said sign
or signs.

                              Section 10 - Repairs

      10.01. Landlord's Repairs. Landlord, at its expense, will make or cause to
be made repairs to: (i) any sprinkler system; (ii) structural repairs to
exterior walls, structural columns and structural floor which collectively
enclose the Premises, excluding, however, all doors, door frames, door fronts,
windows and glass, which enclose the Premises; (iii) the roof over the Premises;
and the resurfacing, striping and repairing of the parking areas. Landlord shall
be obligated to make the said repairs only if the necessity of such repair is
reasonable and Tenant shall have given Landlord notice of the necessity for such
repairs, and provided that the necessity for such repairs shall not arise from
or shall be caused by the negligence or willful acts of Tenant, its agents,
concessioners, officers, employees, licensees, invitees, or contractors, in
which case the cost of any such repairs shall be the responsibility of Tenant.
The costs set forth above shall be included in the Operating Expenses paid as
Additional Rent by tenants.

      10.02. Tenant's Repairs. All repairs to the Premises or any of the
installations, equipment or facilities therein, other than those repairs
required to be made by Landlord pursuant to Subsection 10.01 shall be made by
Tenant at its expense. Tenant shall be responsible, at its expense, to make or
cause to be made repairs to the heating, ventilating or air conditioning system
servicing the Premises. Without limitation of the foregoing, Tenant shall keep
the interior of the Premises, together with all electrical, plumbing and other
mechanical installations therein, other than those in Subsection 10.01, in good
order and repair and will make all replacements from time to time required
thereto at its expense, and will surrender the Premises at the expiration of the
term or such other time as it may vacate the Premises in as good condition as
when received, except depreciation caused by ordinary wear and tear, damage by
casualty (other than damage by casualty which is caused by the negligence of
Tenant, its agents, concessioners, officers, employees, contractors, licensees,
or invitees) or unavoidable accident or Act of God. Tenant will not overload the
electrical wiring servicing the Premises or within the Premises, and will
install at its expenses, subject to the prior written consent of Landlord, any
additional electrical wiring which may be required in connection with Tenant's
apparatus, occupation or use of the Premises. Any damage or injuries sustained
by any person because of mechanical, electrical, or plumbing or any other
equipment or installations, whose maintenance and repairs is the responsibility
of Tenant, shall be paid for by Tenant, and Tenant shall indemnify and hold
Landlord harmless from and against all claims, actions, damages, and liability
in connection therewith, including, but not limited to, attorneys and other
professional fees, and any other costs which Landlord may reasonably incur.
Should Tenant fail to properly repair the Premises as set forth above, Landlord,
in addition to any other remedies it may have available to it, may cause said
repairs to be made and charge the expenses to Tenant, and Tenant shall pay the
same as Additional Rent.

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                       Section 11 - Alterations by Tenant

      11.01. Tenant shall not make any alterations, renovations, improvements or
other installations in, on or to the Premises or any part thereof (including
without limitation, any alterations of the front or sides, structural
alterations, securing of any fixtures, apparatus, or equipment of any kind to
any part of the Premises) unless or until Tenant shall cause plans and
specifications therefore to have been prepared, at Tenant's expense, by an
architect or other duly qualified person determined in the sole discretion of
Landlord, and shall have obtained Landlord's prior written approval thereof,
which approval may be withheld for any reason.

                            Section 12 - Common Areas

      12.01. Landlord grants to Tenant and its agents, employees, and customers,
a non-exclusive license to use the Common Areas in common with others during the
term of this Lease and any renewal term thereof, subject to the exclusive
control and management thereof at all times by Landlord.

      12.02. Landlord will operate and maintain or will cause to be operated and
maintained the Common Areas in a manner deemed by Landlord to be reasonable and
appropriate and in the best interests of the Building and Common Area. Landlord
will have the right (i) to establish, modify and enforce reasonable rules and
regulations with respect to the Common Areas; (ii) to enter into, modify and
terminate easement and other agreements pertaining to the use and maintenance of
the parking and other Common Areas; (iii) to close temporarily any or all
portions of the Common Areas; (iv) to discourage non-customer parking; and (v)
to do and perform such other acts in and to said areas and improvements as, in
the exercise of good business judgment, Landlord shall determine to be
advisable.

      12.03 If parking spaces are provided under this Lease, Landlord reserves
the right to designate the type and location of the parking spaces, and the
right from time to time to change the type and location of parking spaces.
Parking spaces allocated to Tenant will be directly in front of Tenant's space.

      At Landlord's sole discretion, Tenant shall provide Landlord with the
license plate number, year, make, and model of the automobiles entitled to use
the parking spaces, and if requested by Landlord, such automobiles shall be
identified by stickers provided by Landlord, and only such designated
automobiles shall be entitled to use the parking spaces. If Landlord so desires
additional spaces may be provided for Tenant's business visitors and guests on a
daily basis.

      Landlord assumes no responsibility or liability to Tenant of any kind
whatsoever from any cause with respect to the use of the parking spaces or other
parking spaces, adjoining streets, sidewalks, driveways, property, and
passageways, or the use thereof by anyone entitled to the use the area.

                             Section 13 - Utilities

      13.01. Landlord will provide to the Premises connections so that Tenant
may obtain separately metered electricity. The water to the Premises is
furnished by a system monitored by Landlord and for which Landlord will provide
to Tenant a quarterly billing statement based on Tenant's actual or

                                       11

<PAGE>

pro rata use and subject to modification based upon costs to Landlord, from time
to time. Tenant will be responsible for the cost of such utilities. Tenant will
arrange for electrical, telephone and other such services, in its own name and
indemnify Landlord for all charges or claims for such services, including
attorney's and other professional fees.

                          Section 14 - Indemnification

      14.01. Tenant agrees to indemnify Landlord from any and all claims,
actions, damages, liability and expense, including attorney's and other
professional fees, in connection with the loss of life, personal injury and/or
property damage arising out of the occupancy or use of the Premises by Tenant,
regardless of whether such claims are made by an employee, officer, agent,
contractor, licensee, invitee of Tenant or a third party. Tenant acknowledges
that the Premises are within its sole and exclusive control for purposes of this
Section.

                        Section 15 - Release of Landlord

      15.01. Landlord shall not be responsible or liable to Tenant, or to those
claiming by, through or under Tenant, for any loss or damage which may be
occasioned by or through the acts or omissions of persons occupying space
adjoining the Premises or any part of the Building adjacent to or connecting
with the Premises or any other part of the Building or Common Area.

                             Section 16 - Insurance

      16.01. At all times during the term of this Lease, Tenant will take out
and keep in force, for the protection of Landlord and Tenant, at its expense:

            (a) public liability insurance, including insurance against assumed
or contractual liability, with respect to the Premises to afford protection, for
each occurrence, to the limit of not less than Two Million Dollars ($2,000,000)
with respect to personal injury or death, and Five Hundred Thousand Dollars
($500,000) with respect to property damage;

            (b) all-risk casualty insurance, written at replacement cost value
and with replacement cost endorsement covering all of Tenant's personal property
in the Premises (including, without limitation, inventory, trade fixtures, floor
coverings, furniture and other property removable by Tenant under the provisions
of this Lease) and all Leasehold improvements installed in the Premises by or
for Tenant; and

            (c) if and to the extent required by law, workmen's compensation or
similar insurance in form and amounts required by law.

      Tenant shall provide Landlord with a certificate indicating that said
insurance and every renewal thereof has been purchased, is in full force and
effect, naming Landlord as an additional insured, and requiring that the insurer
provide Landlord with thirty (30) days notice of cancellation.

      16.02. Tenant will not do or suffer to be done, or keep or suffer to be
kept, anything in, upon or about the Premises which will contravene Landlord's
policies of hazard or liability insurance or which will prevent Landlord from
procuring such policies in companies acceptable to Landlord.

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<PAGE>

      16.03. Waiver of Subrogation: Neither Landlord nor Tenant shall be liable
to the other for any business interruption or any loss or damage to the property
or the adjoining property, or in any manner growing out of or connected with the
Tenant's use and occupation of the leased premises, or the condition thereof or
of the adjoining property, whether or not caused by the negligence or other
fault of Landlord or Tenant or of their respective agents, employees,
subtenants, licenses or assignees. This release shall apply only to the extent
that such business interruption, loss or damage to property is covered by
insurance, regardless of whether such insurance is payable to or protects the
other of greater liability on either Landlord or Tenant than would have existed
in the absence of this paragraph. This release shall be in effect only so long
as the applicable insurance policies contain a clause to the effect that this
release shall not affect the rights of the insured to recover under such
policies.

     Section 17 - Casualty - Landlord's Obligation to Repair and Reconstruct

      17.01. Generally. If the Premises shall be damaged by fire, the elements,
accident or other casualty (any such causes being referred to herein as a
"Casualty"), but the Premises shall not be thereby rendered wholly or partially
untenantable, Landlord shall promptly cause such damage to be repaired and there
shall be no abatement of Rent. If, as the result of Casualty, the Premises shall
be rendered wholly or partially untenantable, then, subject to the provisions of
this Section, Landlord shall cause such damage to be repaired and all Rent
(other than any Additional Rent due Landlord by reason of Tenant's failure to
perform any of its obligations hereunder) shall be abated proportionately as to
the portion of the Premises rendered untenantable until such time as the repairs
are completed. All such repairs shall be made at the expense of Landlord, but
Landlord shall not be required to perform any work beyond that described in
Exhibit B and shall be limited to the amount of the insurance proceeds available
and paid to Landlord as a result of such Casualty. Landlord shall not be liable
for interruption to Tenant's business or for damage to or replacement or repair
of Tenant's personal property or to any leasehold improvements installed in the
Premises by or for Tenant, all of which damage, replacement or repair shall be
undertaken and completed by Tenant promptly.

      17.02. Landlord's Option to Terminate Lease. If the Premises are (i)
rendered wholly untenantable or (ii) damaged as a result of any cause which is
not covered by Tenant's or Landlord's insurance or (iii) damaged or destroyed in
whole or in part during the last three years of the Term, or (iv) if the
Building is damaged to the extent of fifty percent (50%) or more of the floor
area thereof, then in any of such events, Landlord may elect to terminate this
Lease by giving to Tenant notice of such election within ninety (90) days after
the occurrence of such event. If such notice is given, the rights and
obligations of the parties shall cease as of that date of such notice, and Rent
(other than any Additional Rent due Landlord by reason of Tenant's failure to
perform any of its obligations hereunder) shall be adjusted as of the date of
such termination.

                            Section 18 - Condemnation

      18.01. Condemnation Award. If the whole of the Premises shall be taken by
any public or quasi-public authority under the power of eminent domain,
condemnation, or expropriation or in the event of a conveyance in lieu thereof,
then this Lease shall terminate as of the date on which possession of the
Premises is required to be surrendered to the condemning authority, and Tenant
shall have no claim against Landlord or the condemning authority for any of the
condemnation proceeds or for the value of the unexpired Term of this Lease.

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<PAGE>

      18.02. If only part of the Premises shall be so taken or conveyed, and if
such partial taking or conveyance shall render the Premises unsuitable for the
business of Tenant in the reasonable opinion of Landlord, then the Term of this
Lease shall cease and terminate as of the date on which possession of the part
of the Premises so taken or conveyed is required to be surrendered to the
condemning authority, and Tenant shall have no claim against Landlord or the
condemning authority for any of the condemnation proceeds or for the value of
any unexpired Term of this Lease. In the event such partial taking or conveyance
is not extensive enough to render the Premises unsuitable for the business of
Tenant, this Lease shall continue in full force and effect except that the
Annual Rent shall be reduced in the same proportion that the floor area of the
Premises so taken or conveyed bears to such floor area immediately prior to such
taking or conveyance, such reduction commencing as of the date Tenant is
required to surrender possession of such part of the Premises so taken or
conveyed. Landlord shall promptly restore the Premises, to the extent of
condemnation proceeds available for such purpose, as nearly as practicable to a
condition comparable to its condition at the time of such condemnation less the
part lost in the taking or conveyance, and thereafter Tenant shall promptly make
all necessary repairs, restoration, and alterations of Tenant's fixtures,
equipment, and furnishings and shall promptly re-enter the Premises. For
purposes of determining the amount of funds available for restoration of the
Premises from the condemnation award, said amount will be deemed to be that part
of the award which remains after payment of Landlord's reasonable expenses
incurred in recovering the condemnation award and of any amounts due to
Landlord's Mortgagee, and which represents a portion of the total sum so
available (excluding any award or other compensation for land) which is
equitably allocable to the Premises.

      18.03. If the whole or any part of the Building shall be so taken or
conveyed, then in such events notwithstanding the fact that the Premises in
whole or in part is not so taken or conveyed, Landlord shall have the right and
power, at its option to be exercised by written notice to Tenant, to terminate
this Lease effective either the date title vests in the condemning authority or
the date Landlord is required to deliver possession of the part so taken or
conveyed. In any event, Tenant shall have no claim against Landlord or the
condemning authority for the value of any unexpired Term of this Lease.

      18.04. In the event of any condemnation or taking as hereinbefore
provided, whether whole or partial, Tenant shall not be entitled to any part of
the award as damages or otherwise for such condemnation, and Landlord and
Landlord's Mortgagee are to receive the full amount of such award as their
respective interests may appear. Tenant hereby expressly waives any right or
claim to any part thereof and assigns to Landlord any such right or claim to
which Tenant might become entitled.

      18.05. Although all damages in the event of any condemnation are to belong
to Landlord and Landlord's Mortgagee as aforesaid, whether such damages are
awarded as full compensation for diminution in value of the Leasehold or to the
fee of the Premises, Tenant shall have the right, to the extent that same shall
not diminish Landlord's or such Mortgagee's award, to claim and recover from the
condemning authority, but not from Landlord or such Mortgagee, such compensation
as may be separately awarded or recoverable by Tenant under law in Tenant's own
right for or on account of, and limited solely to, any cost to which Tenant
might be put in removing Tenant's furniture, fixtures, leasehold improvements,
and equipment.

                     Section 19 - Assignment and Subletting

      19.01. Tenant will not assign this Lease, in whole or in part, nor sublet
all or any part of the

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<PAGE>

Premises, nor license concessions or lease departments therein, without first
obtaining the written consent of Landlord, which consent may be withheld by
Landlord for any reason. Consent by Landlord to any assignment of subletting
shall not constitute a waiver of the requirement for such consent to any
subsequent assignment or subletting.

      19.02. No consent by Landlord to any assignment or sublease by Tenant
shall relieve Tenant of any obligations performed by Tenant under this Lease,
whether arising before or after the assignment or sublease. Any assignment or
sublease that is not in compliance with this sub-section shall be void and, at
the option of Landlord, shall constitute a material default by Tenant under this
Lease. Acceptance of any rent by Landlord from a proposed assignee or subtenant
or other transferee, shall not constitute consent by Landlord to an assignee or
subtenant.

      19.03. Each assignee, subtenant, or transferee shall assume all
obligations of Tenant under this Lease and shall be and remain jointly and
severally liable with Tenant under this Lease and shall be and remain jointly
and severally liable with Tenant for payment of Minimum Rent, Additional Rent
and the performance of all terms, covenants, conditions and agreements herein
contained on Tenant's part to be performed for the Term. No assignment shall be
binding on Landlord unless Tenant or other party to an assignment shall deliver
to Landlord a counterpart of the assignment and an instrument in recordable form
that contains the covenant of assumptions by the transferee, which is
satisfactory in substance and form to Landlord and consistent with the
requirements of this Lease. Tenant shall reimburse Landlord on demand for any
costs that may be incurred by Landlord in connection with any proposed
assignment or sublease, including, without limitation, the costs of
investigation of the proposed transferee and the legal costs incurred in
connection with the granting of any requested consent. In the event Landlord
consents to any assignment or sublease by Tenant and rents due under that
assignment or sublease is greater than the one due Landlord by Tenant under this
Lease then Tenant shall pay the excess to Landlord.

      19.04. If Tenant is a corporation, or limited liability company, the
filing of Articles of Transfer or Articles of Merger with the State Department
of Assessment and Taxation, or any merger, consolidation, or other transaction
constituting an assignment by operation of law, of the assets of the
corporation, will, at the election of Landlord constitute an unauthorized
assignment of this Lease.

                              Section 20 - Default

      20.01 Any one or more of the following events shall constitute an "Event
of Default":

            a. The levy upon or sale of Tenant's interest in the Premises under
attachment, execution or similar legal process; or

            b. The filing of a petition proposing the adjudication of Tenant or
any guarantor of Tenant's obligations hereunder as a bankrupt or insolvent or
the reorganization of Tenant or any such guarantor or an arrangement by Tenant
or any such guarantor with its creditors, whether pursuant to the Federal
Bankruptcy Code or any similar federal or state proceeding, unless such petition
is filed by a party other than Tenant or any such guarantor and is withdrawn or
dismissed within thirty (30) days after the date of its filing; or

            c. The admission in writing by Tenant or any such guarantor of its
inability to pay its debts when due; or

                                       15

<PAGE>

            d. The appointment of a receiver or trustee for the business or
property of Tenant or any such guarantor, unless such appointment shall be
vacated within ten (10) days of its entry; or

            e. The making by Tenant or any such guarantor of an assignment for
the benefit of its creditors; or

            f. The failure of Tenant to pay any Rent, Additional Rent, or other
sum of money; or

            g. The failure of Tenant to pay any Rent or Additional Rent when
due, for three (3) months during any twelve (12) month period during the term or
renewal term of this Lease; or

            h. Default by Tenant in the performance or observance of any
covenant or agreement of this Lease, which default is not cured within ten (10)
days after the giving of notice thereof by Landlord, if required, unless such
default is of such nature that it cannot be cured within such ten (10) day
period in which case no Event of Default shall occur so long as Tenant shall
commence the curing of the default within such ten (10) day period and shall
thereafter diligently prosecute the curing of the same.

                              Section 21 - Remedies

      21.01. Upon the occurrence of an Event of Default, and continuance thereof
(if applicable), Landlord, without notice to Tenant (except where expressly
provided for below) may do any one or more of the following:

      a. Landlord may perform, on behalf and at the expense of Tenant, any
obligation of Tenant under this Lease which Tenant has failed to perform and of
which Landlord shall have given Tenant notice, the cost of which performance by
Landlord, together with interest thereon at 18% from the date of such
expenditure, shall be deemed Additional Rent and shall be payable by Tenant to
Landlord upon demand.

      b Landlord may elect to terminate this Lease and the tenancy created
hereby giving notice of such election to Tenant, and may re-enter the Premises,
by summary proceedings or otherwise, and may remove Tenant and all other persons
and property from the Premises, and may store such property in a public
warehouse or elsewhere at the cost of and for the account of Tenant without
resort to legal process and without Landlord being deemed guilty of trespass or
becoming liable for any loss or damage occasioned thereby.

      c. Landlord shall be entitled to possession of the Premises and to
re-enter the same without further demand of Rent and Additional Rent or demand
of possession of said Premises, and may, forthwith, recover possession thereof
by whatever process of law may be available in the jurisdiction

                                       16

<PAGE>

in which the Premises may be located, any notice to quit or of intention to
re-enter being hereby expressly waived by the or Landlord may re-take possession
without process of law. In the event of such re-entry or re-taking, Tenant
shall, nevertheless, remain liable and answerable for the full rental to the
date of such re-taking or re-entry and for damages for the deficiency or loss of
Rent and Additional Rent which Landlord may thereby sustain in respect of the
balance of the term; and in such case, Landlord shall have the right to let the
Premises for the benefit of Tenant, in liquidation and discharge, in whole or in
part, as the case may be, of the liability of Tenant hereunder; and such damages
at the option of Landlord may be recovered at the time of the re-taking or
re-entry, or in separate actions from time to time as Tenant's obligation to pay
Rent and Additional Rent would have accrued if the term had continued, or from
time to time as said damages shall have been made more easily ascertainable by
re-lettings, or such action, at the option of Landlord, may be deferred until
the expiration of the term, or renewal term, in which latter event the cause of
action shall not be deemed to have accrued until the expiration of said term, or
renewal term. Landlord, however, may refrain from terminating Tenant's right of
possession, and in such case, may enforce against Tenant the provisions of this
Lease for the full term hereof, or renewal term.

      d. Landlord may exercise any other legal or equitable right or remedy
which it may have.

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<PAGE>

      21.02. Notwithstanding the provisions of Subsection 21.01.(a) above and
regardless of whether an Event of Default shall have occurred, Landlord may
exercise the remedy described in Subsection 21.0l.(a) without any notice to
Tenant if Landlord, in its good faith judgment, believes it would be materially
injured by failure to take rapid action or if the unperformed obligation of
Tenant constitutes an emergency.

      21.03. In the event legal proceedings are instituted against Tenant by
Landlord, either for payment of Rent or Additional Rent or for possession of the
Premises, then Tenant agrees to pay all court costs associated with such
proceedings, together with all reasonable attorney's fees.

       Section 22 - Subordination and Attornment and Estoppel Certificate.

      22.01. Tenant agrees, at Landlord's discretion: (i) that, except as
hereinafter provided, this Lease is, and all of Tenant's rights hereunder are
and shall always be, subject and subordinate to any Mortgage now existing or
hereafter given by Landlord and to all advances made or to be made thereunder
and to the interest thereon, and all renewals, replacements, modifications,
consolidations, or extensions thereof; and (ii) that if any Landlord's Mortgagee
or if the purchaser at any foreclosure sale or at any sale under a power of sale
or assent to decree contained in any such Mortgage shall at its sole option so
request, Tenant will a (a) Tenant agrees, at Landlord's discretion: (i) that,
except as hereinafter provided, this Lease is, and all of Tenant's rights
hereunder are and shall always be, subject and subordinate to any Mortgage now
existing or hereafter given by Landlord and to all advances made or to be made
thereunder and to the interest thereon, and all renewals, replacements,
modifications, consolidations, or extensions thereof; and (ii) that if any
Landlord's Mortgagee or if the purchaser at any foreclosure sale or at any sale
under a power of sale or assent to decree contained in any such Mortgage shall
at its sole option so request, Tenant will attorn to, and recognize such
Mortgagee or purchaser, as the case may be, as landlord under this Lease for the
balance then remaining of the Term of this Lease, subject to all terms of this
Lease; and (iii) that the aforesaid provisions shall be self-operative, and no
further instrument or document shall be necessary unless required by any such
Mortgagee or purchaser.

      22.02 Notwithstanding anything to the contrary set forth above, any
Landlord's Mortgagee may at any time subordinate its Mortgage to this Lease,
without Tenant's consent, by execution of a written document subordinating such
Mortgage to this Lease to the extent set forth therein, and thereupon this Lease
shall be deemed prior to such Mortgage to the extent set forth in such written
document without regard to their respective dates of execution, delivery and/or
recording. In that event, to the extent set forth in such written document, such
Mortgagee shall have the same rights with respect to this Lease as though this
Lease had been executed and this Lease or memorandum thereof recorded prior to
the execution, delivery, and recording of the Mortgage. Should Landlord or any
Mortgagee or purchaser desire confirmation of either such subordination or such
attornment, as the case may be, Tenant upon written request, and from time to
time, will execute and deliver without charge and in form satisfactory to
Landlord, the Mortgagee, or the purchaser all instruments and/or documents that
may be requested to acknowledge such subordination and/ or agreement to attorn,
in recordable form, within fifteen (15) days of such request.

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<PAGE>

      22.03 Tenant agrees that no Landlord's Mortgagee, Landlord's
Mortgagee-in-possession, or purchaser shall be bound by any payment of Rent made
more than thirty (30) days prior to its due date, and any such sum shall be due
and payable on the due date. Tenant further agrees that no Landlord's Mortgagee,
Landlord's Mortgagee in-possession, or purchaser shall be responsible for the
Security Deposit or other similar funds in respect of this Lease not actually
paid to it.

      22.04 In the event Tenant fails to execute and deliver the instruments and
documents as provided for in this Section within the time period set forth
Therein, Tenant does hereby make, constitute, and appoint Landlord or such
Mortgagee or purchaser, as the case may be, as Tenant's attorney-in-fact and in
its name, place, and stead to do so. The aforesaid power of attorney is given as
security coupled with an interest and is irrevocable.

      22.05. Estoppel Certificate. At any time, and from time to time, upon the
written request of Landlord or any Mortgagee, Tenant, within twenty (20) days of
the date of such written request, agrees to execute and deliver to Landlord
and/or couch Mortgagee, without charge and in a form satisfactory to Landlord
and/or such Mortgagee, a written statement: (a) ratifying this Lease; (b)
confirming the commencement and expiration dates of the Term of this Lease; (c)
certifying that Tenant is in occupancy of the Premises and that the Lease is in
full force and effect and has not been modified, assigned, subleased,
supplemented, or amended except by such writings as shall be stated; (d)
certifying that an conditions and agreements under this Lease to be satisfied or
performed by Landlord have been satisfied and performed except as shall be
stated; (e) certifying that Landlord is not in default under the Lease and there
are no defenses, set-offs, recoupments, or counterclaims against the enforcement
of this Lease by Landlord, or stating the defaults, defenses, set-offs,
recoupments and/or counterclaims claimed by Tenant; (f) reciting the amount of
advance Rent, if any, paid by Tenant and the date to which such Rent has been
paid; (g) reciting the amount of the Security Deposit held by Landlord, if any;
and (h) containing any other information that Landlord or the Mortgagee shall
require.

      The failure of Tenant to execute, acknowledge, and deliver to Landlord
and/or any Mortgagee a statement in accordance with the provisions of this
Section within the period set forth herein shall constitute an acknowledgment by
Tenant that may be relied upon by any person holding or intending to acquire any
interest whatsoever in the Premises or the Building, that this Lease has not
been assigned, amended, changed, or modified, is in full force and effect, and
that the annual Minimum Rent and Additional Rent have been duly and fully paid
not beyond the respective due dates immediately preceding the date of the
request for such statement. Such failure shall also constitute as to any persons
entitled to rely on such statements a waiver of any defaults by Landlord or
defenses, set-offs, recoupments, or counterclaims against the enforcement of
this Lease by Landlord which may exist prior to the date of the written request.

                            Section 23 - Severability

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

                                       19

<PAGE>

                      Section 24 - Inspections By Landlord

      24.01. Tenant will permit Landlord, its agents, employees and contractors,
to enter all parts of the Premises during Tenant's business hours to inspect the
same and to enforce or carry out any provisions of this Lease. In the event of
an emergency as determined by the Landlord, during non-business hours or if the
Tenant is not in the Premises at the time, Landlord shall make one attempt to
notify Tenant, but may then immediately enter the Premises for the purposes of
resolving the emergency. Tenant hereby consents to such emergency entry and
Tenant shall be responsible for any repairs arising out of or necessitated by
such emergency entry.

                              Section 25 - Notices

      25.01. All notices required herein shall be in writing, mailed first
class, as follows:

           TO LANDLORD AT:      O'Meara Properties, Inc. c/o Brian O'Meara
                                277K Peninsula Farm Road Arnold, Maryland 21012

           TO TENANT AT:        Dover Saddlery Retail, Inc.
                                PO Box 1100
                                525 Great Road
                                Littleton, MA 04160

                Section 26 - Compliance With Laws and Regulations

      26.01. Tenant, at its sole cost and expense, shall comply with and shall
cause the Premises to comply with (a) all federal, state, county, municipal and
other governmental statutes, laws, rules, orders, regulations and ordinances
affecting the Premises or any part thereof, and (b) all rules, orders and
regulations of the National Board of Fire Underwriters or Landlord's fire
insurance rating organization or other bodies exercising similar functions in
connection with the prevention of fire or the correction of hazardous conditions
which apply to the Premises.

            Section 27 - Corporate/ Limited Liability Company Tenants

      27.01. In the event Tenant is a corporation or limited liability company,
the person executing this Lease on behalf of Tenant hereby covenants and
warrants that: Tenant is a duly constituted corporation or limited liability
company qualified to do business in Maryland; all Tenant's franchises and
corporate taxes have been paid to date; all future forms, reports, fees and
other documents necessary for Tenant to comply with applicable laws will be
filed by Tenant when due; and such person is duly authorized by the board of
directors of such corporation or member of the limited liability company, to
execute and deliver this Lease on behalf of the corporation or limited liability
company.

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                  Section 28 - Successors and Included Persons

      28.01. All rights, obligations, and liabilities herein given to, or
imposed upon, the respective parties hereto shall extend to and bind the several
respective personal representatives, successors, and assigns of the parties; and
if Tenant shall consist of more than one person or entity, they shall all be
bound jointly and severally by the terms, covenants, and conditions herein. No
rights, however, shall inure to the benefit of any personal representative,
successor, or assign of Tenant unless the Assignment to such party has been
approved by Landlord in writing as provided in Section 19.

      28.02. In any provision of this Lease involving Landlord's being defended,
released from liability, indemnified, held harmless, or not being deemed to be
liable for any action, omission, or circumstance, the term "Landlord" shall
include Landlord and Landlord's contractors and subcontractors and its or their
present and future controlling persons, directors, officers, employees, and
agents.

         Section 29 - Performance of Landlord's Obligation by Mortgagee

      29.01. Tenant shall accept performance of any of Landlord's obligations
hereunder by any Mortgagee, including request for documents necessary to keep
the tax-free status of Landlord's financing.

                      Section 30 - Waiver of Trial by Jury

      30.01. LANDLORD AND TENANT HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR
PROCEEDING COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER PARTY
HERETO AGAINST THE OTHER PARTY ON ANY AND EVERY MATTER, DIRECTLY OR INDIRECTLY,
ARISING OUT OF OR WITH RESPECT TO THIS LEASE.

                            Section 31 - Counterparts

      31.01. This Lease may be executed in multiple counterparts or in
duplicate, and when so executed by all parties shall constitute one agreement.

                          Section 32 - Entire Agreement

      32.01. This Lease and Exhibits contains the entire agreement between the
parties and cannot be changed or modified except by a written instrument
subsequently executed by the parties hereto.

                        Section 33 - Time of the Essence

      33.01. Time is of the essence in all provisions of this Lease to be
performed by or on behalf of Tenant.

                           Section 34 - Applicable Law

      34.01. This Lease and the rights and obligations of the parties hereunder
shall be construed in accordance with the laws of the State of Maryland.

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                           Section 35 - No Partnership

      35.01 Landlord does not, in any way or for any purpose, become a partner
of Tenant in the conduct of its business, or otherwise, or joint venturer or a
member of a joint enterprise with Tenant. This Lease establishes a relationship
solely of landlord and tenant.

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                        Section 36 - Brokerage Commission

      36.01 Tenant represents and warrants to Landlord that Tenant has had no
dealings, negotiations, or consultations with respect to the Premises, the
building, or this transaction with any real estate agent, broker, or finder and
that no real estate agent, broker, or finder called the Premises or any other
space in the building to Tenant's attention for lease. In the event that any
real estate agent, broker, or finder claims to have submitted the Premises or
any other spaces in the Building to Tenant, to have induced Tenant to lease the
Premises, or to have taken part in any dealings, negotiations, or consultations
with respect to the Premises, the building, or this transaction, Tenant will be
responsible for and will defend, indemnity, and save Landlord harmless from and
against all costs, fees (including without limitation attorney's fees),
expenses, liabilities, and claims incurred or suffered by Landlord as a result
thereof.

                           Section 37 - No Recordation

      37.01 Tenant shall not record this Lease.

                              Section 38 - Guaranty

      38.01 In order to induce Landlord to execute this Lease, Tenant agrees
that Landlord may, at its option, at the time of the execution of this Lease or
at any time during the Term hereof, require a guaranty of the obligations of the
Tenant hereunder by a person, firm, or corporation other than Tenant but with a
business interest in Tenant, acceptable to Landlord, which guaranty shall be in
a form satisfactory to Landlord.

                             Section 39 - Net Lease

      39.01 It is the intention of the parties that, except as specifically
provided herein, the Rent and Additional Rent shall be an absolute net return to
Landlord throughout the Term of this Lease free of any expenses, charges, or
either deduction of any nature whatsoever with respect to the Premises, and this
Lease shall be interpreted to impose upon the Tenant all such expenses and
charges.

                          Section 40 - Commercial Lease

      40.01 The parties stipulate that the Premises is being leased exclusively
for business, commercial, manufacturing, mercantile, or industrial purposes
within the meaning of Section 8-110(a) of the Real Property Article of the
Annotated Code of Maryland, and that the provisions of Section 8-110(b) of such
Article (or any future statute) pertaining to the redemption of reversionary
interests under leases shall be inapplicable to this Lease.

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      IN WITNESS WHEREOF, the parties hereto intending to be legally bound
hereby have executed this Lease as of the day and year first above written.
Signed in the presence of:

                                              LANDLORD:

Witness                                       HOPKINS ROADS ASSOCIATES

                                         By: ____________________     (SEAL)
__________________________                   Thomas I. Baldwin, Partner
Brian C. O'Meara

Witness                                       TENANT:

                                              DOVER SADDLERY RETAIL, INC.
__________________________
                                         By:_____________________
________(SEAL)                              Its officer, duly authorized

                                       Date:

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                                    Exhibit A

                       Building Footprint Showing Premises

                                       25

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                                    Exhibit B

                             Summary of Tenants Work

1.    Pull permits with Tenants complete drawings to be furnished to Landlord by
      Tenant
2.    Perform work on Plans that would include:
      a.    Demising walls,
      b.    tear out, unwanted walls and
      c.    build new walls for back stock room.
      d.    Adjust size of bathroom per plans
3.    Perform electrical as needed. Plans supplied by Tenant
4.    New Door and front entrance
5.    Provide all architectural and Mechanical Drawings needed to complete job.
6.    Tenants shall provide all Lighting.
7.    Tenant shall provide all Flooring.
8.    Tenant shall provide the entire Trim Package for Dover interiors,
      including but not limited to:
      a.    Fixtures
      b.    Paint
      c.    Slatwall

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