<PAGE>


                                  EXHIBIT 10.3

                                 LEASE AGREEMENT

                         666 Eleventh Street Associates

                                   "Landlord"

                                       and

                              Netivation.com, Inc.

                                    "Tenant"

                             666 11TH STREET, N. W.
                                Washington, D.C.


<PAGE>





                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

    PARAGRAPH                                                                                                  PAGE
    ---------                                                                                                  ----
<S>     <C>                                                                                                     <C>
BASIC LEASE PROVISIONS..........................................................................................iii

1.      THE PREMISES..............................................................................................1

2.      TERM......................................................................................................1

3.      RENT......................................................................................................2
        (a)   Base Rent...........................................................................................2
        (b)   Increase in Base Rent...............................................................................2
        (c)   Increase in Real Estate Taxes.......................................................................2
        (d)   Increase in Operating Expenses......................................................................3
        (e)   Payment of Increases in Real Estate Taxes and Operating Expenses....................................4
        (f)   Partial Year........................................................................................4
        (g)   Examination.........................................................................................4
        (h)   Survival............................................................................................4
        (i)   Demand; Time........................................................................................5

4.      USE OF PREMISES...........................................................................................5

5.      ASSIGNMENT AND SUBLETTING.................................................................................5

6.      MAINTENANCE BY TENANT.....................................................................................6

7.      TENANT ALTERATIONS........................................................................................6

8.      SIGNS; FURNISHINGS........................................................................................7
        (a)   Signs...............................................................................................7
        (b)   Furnishings.........................................................................................7

9.      TENANT'S EQUIPMENT........................................................................................7

10.     INSPECTION................................................................................................8

11.     INSURANCE; INDEMNITY......................................................................................8
        (a)   Property Insurance..................................................................................8
        (b)   Waiver of Subrogation...............................................................................8
        (c)   Insurance Rating....................................................................................8
        (d)   Liability Insurance.................................................................................8
        (e)   Indemnity...........................................................................................8

12.     SERVICES AND UTILITIES....................................................................................9

13.     LIABILITY OF LANDLORD.....................................................................................9
        (a)   No Liability........................................................................................9
        (b)   Limitation of Liability.............................................................................9
        (c)   Force Majeure......................................................................................10

14.     RULES AND REGULATIONS....................................................................................10

</TABLE>

                                        i
<PAGE>


<TABLE>
<S>     <C>                                                                                                     <C>
15.     DAMAGE; CONDEMNATION.....................................................................................10
        (a)   Damage to the Premises.............................................................................10
        (b)   Condemnation.......................................................................................10

16.     DEFAULT OF TENANT........................................................................................11
        (a)   Events of Default..................................................................................11
        (b)   Waiver.............................................................................................11
        (c)   Right of Landlord to Cure Tenant's Default.........................................................12
        (d)   Late Payment.......................................................................................12
        (e)   Lien on Personal Property..........................................................................12

17.     SUBORDINATION............................................................................................12

18.     LENDER REQUIREMENTS......................................................................................13

19.     FINANCIAL INFORMATION....................................................................................13

20.     POSSESSION; HOLDING OVER.................................................................................13
        (a)   Possession.........................................................................................13
        (b)   Holding Over.......................................................................................13

21.     INTENTIONALLY OMITTED....................................................................................14

22.     COVENANTS OF LANDLORD....................................................................................14
        (a)   Quiet Enjoyment....................................................................................14
        (b)   Reservation........................................................................................14

23.     HAZARDOUS MATERIAL; INDEMNITY............................................................................14

24.     MISCELLANEOUS............................................................................................15
        (a)   No Representation by Landlord......................................................................15
        (b)   No Partnership.....................................................................................15
        (c)   Brokers............................................................................................15
        (d)   Estoppel Certificate...............................................................................15
        (e)   Waiver of Jury Trial...............................................................................15
        (f)   Notices............................................................................................15
        (g)   Invalidity of Particular Provisions................................................................16
        (h)   Gender and Number..................................................................................16
        (i)   Benefit and Burden.................................................................................16
        (j)   Entire Agreement...................................................................................16
        (k)   Authority..........................................................................................16
        (l)   Transfer of Landlord's Interest....................................................................16
        (m)   Intentionally Omitted..............................................................................16
        (n)   Attorney's Fees....................................................................................16
        (o)   Surrender..........................................................................................16
        (p)   Time of the Essence................................................................................16
        (q)   Governing Law......................................................................................17
        (r)   Examination of Lease...............................................................................17

25.     Automobile Parking.......................................................................................17
        (A)   Parking Areas......................................................................................17
        (B)   Tenant's Parking Contracts.........................................................................17
        (C)   Termination of Parking Rights......................................................................17

26.     Expansion Space..........................................................................................17

</TABLE>


                                       ii
<PAGE>


<TABLE>
<S>     <C>                                                                                                     <C>
27.     Right of  Offering.......................................................................................18

28.     Satellite................................................................................................18

29.     Cancellation by Tenant...................................................................................19

</TABLE>


EXHIBITS

         EXHIBIT A:  The Premises
         EXHIBIT B:  Landlord's Work in the Premises
         EXHIBIT C:  Rules and Regulations



                             BASIC LEASE PROVISIONS
                             ----------------------
                                     of the
                     OFFICE LEASE FOR 666 11TH STREET, N.W.
                                     between
                  666 Eleventh Street Associates, as Landlord,
                      and Netivation.com, Inc., as Tenant.

The following basic terms of the Lease (the "Basic Lease Provisions") between
Landlord and Tenant are an integral part of and are hereby incorporated by
reference into the Lease:

          A.   The "Building": 666 11th Street, N.W. Washington, D.C., 20001

          B.   The "Premises": (1) The Suite Numbers of the Premises and the
               floor of the Building in which the Premises are located are as
               follows:

                                   Suite Number 1100, Eleventh (11th) Floor.

                               (2) The space within the Premises is further
               described in the Lease, including the floor plan attached hereto
               as Exhibit A and made a part hereof, and consisting of the
               following approximate number of rentable square feet: 9,185
               consisting of the entire eleventh floor.

          C.   The "Term": The Term of this Lease shall be Five (5) years and
               Zero (0) months, beginning November 15, 1999 or upon the date
               of Substantial Completion of the tenant improvements in the
               Premises, whichever shall last occur, (the "Commencement Date")
               and ending on the last day of the sixtieth (60th) full calendar
               month thereafter, (the "Expiration Date").

          D.   The "Base Rent": (1) Annual Base Rent: $225,032.52

                                (2) Monthly Installments of Base Rent:
                                    $18,752.71

          E.   Tenant's "Proportionate Share"
               of:              (1) Real Estate Taxes: 9.185%
                                (2) Operating Expenses: 9.185%

          F.   The security
               deposit:         $18,752.71

          G.   Broker(s): Tenant's Broker is Julien J. Studley, Inc.


                                      iii
<PAGE>


          H.   Addresses for
               Notice and
               Payments:      (1)     Landlord:
                                      666 11th Street Associates
                                      666 11th Street, N.W.
                                      Suite 650
                                      Washington, DC 20001

                               (2)    Tenant:

                                      Netivation.com, Inc.
                                      Attn: ________________
                                      666 11th Street, N.W.
                                      Suite 1100
                                      Washington D.C. 20001

                               (3)    Checks Payable to:

                                      666 11th Street Associates

                                      Mail Payments to:

                                      Eleventh Street Associates
                                      666 11th Street, NW
                                      Suite 650
                                      Washington, DC  20001

          I.   Base Real Estate
               Taxes:                 Base Year 2000

          J.   Base Operating
               Expenses:              Base Year 2000

          K.   Land:                  The land upon which the Building is
                                      located which is known for assessment and
                                      taxation purposes as Lot _______ in Square
                                      _________.

APPROVED BY LANDLORD:                 APPROVED BY TENANT:
---------------------                 ------------------

666 11th Street Associates                        Netivation.com, Inc.


By:                                               By:
   -------------------------------                   ---------------------------


                                       iv
<PAGE>


                                  OFFICE LEASE

         THIS AGREEMENT OF LEASE (this "Lease") is made this___________ day of
September, 1999, by and between 666 11TH STREET ASSOCIATES, ("Landlord") and
Netivation.com, Inc. ("Tenant").

         WHEREAS Landlord is the owner of the Building identified in Item A of
the Basic Lease Provisions.

         NOW, THEREFORE, the parties hereto, intending legally to be bound,
hereby covenant and agree as set forth below.

         1.       THE PREMISES.

         Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
for the term and upon the terms, conditions, covenants and agreements
hereinafter provided, the Premises. The Premises consist of space which: (i) is
located on the floor or floors of the Building as is specified in Item B(1) of
the Basic Lease Provisions, (ii) is located in one or more areas or parts of
each such floor, and (iii) is bounded by the proposed or existing demising walls
therefor, the approximate locations of such demising walls and space being
marked in color or crosshatched and shown on the diagram(s) of the floor plan
for each such floor, such diagram(s) being attached to this Lease as Exhibit A.
The Premises is to be known and called by the Suite Number or Numbers specified
in Item B(1) of the Basic Lease Provisions. The approximate number of rentable
square feet contained in the Premises, as determined by Landlord in accordance
with the 1989 Washington Board of Realtors Method of Measurement, for
identification purposes only, is specified in Item B(2) of the Basic Lease
Provisions (the "Rentable Area"). The lease of the Premises includes the right,
together with other tenants of the Building and members of the public, to use
the common public areas of the Building, but includes no other rights not
specifically set forth herein. Landlord and Tenant shall in due diligence and in
good faith agree on mutually acceptable alterations, decorations, additions, or
improvements to the Premises, which, upon agreement by both the Landlord and
Tenant shall be attached hereto as Exhibit B and thereby become a part hereof.
Landlord shall finish the Premises as set forth in Exhibit B attached hereto and
made a part hereof. It is understood and agreed that Landlord will not make, and
is under no obligation to make, any alterations, decorations, additions or
improvements in or to the Premises, structural or otherwise, except as set forth
in Exhibit B. Landlord agrees to deliver possession of the Premises to Tenant
and Tenant agrees to accept the same from Landlord, upon written notice from
Landlord to Tenant, that Landlord's work in the Premises described in Exhibit B
has been substantially completed. This Lease shall not become effective pursuant
to the terms hereof unless and until Landlord and Tenant have agreed upon
Exhibit B.

         2.       TERM.

                  (A) The Term of this Lease shall be for the period of years
and months as specified in Item C of the Basic Lease Provisions. If, pursuant to
Paragraph 20(a) of this Lease, the Term begins on a date other than the
Commencement Date, then Landlord shall advise Tenant in writing of such date and
thereafter the revised Commencement Date shall be such date and the revised
Expiration Date shall be such date which is specified in such written notice and
is that same number of days after the revised Commencement Date as it was after
the original Commencement Date. If, on or prior to the Commencement Date,
Landlord fails to deliver possession of the Premises for any cause or reason
beyond the reasonable control of Landlord, then the Term shall not commence on
the Commencement Date, but shall commence on the date fixed by Landlord in the
notice to Tenant, which notice shall state the revised Commencement Date and the
revised Expiration Date of the Term hereof. Neither the validity of this Lease
nor the obligations of Tenant under this Lease shall be affected by such failure
to deliver possession, and Tenant shall have no claim against Landlord because
of Landlord's failure to deliver possession of the Premises on the date
originally fixed therefor.

                  (B) Provided Tenant is not in default hereunder, then and only
in such event, Tenant shall have the right and option, by giving notice as set
forth below, to extend and renew the term of this Lease for one (1) additional
term of five (5) years (hereinafter the "Option to Renew") beginning on the day
immediately following expiration of the initial term hereof (the "Renewal Term")
and upon the same terms and conditions of the original term of this Lease
[excluding basic annual rent which shall be at 95% of the prevailing market rate
for comparable space in effect as of the commencement of the Renewal Term, as
determined by the parties in good faith taking into


<PAGE>


consideration additional rent to be paid by Tenant during the Renewal Term
and tenant concessions being given to similar tenants in similarly situated
office buildings]. If Tenant desires to exercise the Option to Renew, Tenant
shall give Landlord written notice thereof at least nine (9) months prior to
the commencement of the Renewal Term. In the event of any earlier termination
of this Lease, or if Tenant shall fail to timely exercise the aforesaid
Option to Renew then and in such event, all rights of Tenant to the Renewal
Term shall be of no further force or effect. The Base Annual Rent for the
Renewal Term shall be agreed upon by the parties no later than eight (8)
months prior to the expiration of the initial term. In the event the parties
are unable to agree upon the Base Annual Rent for the renewal term, within
the time period provided hereinabove, the prevailing market rate shall be
determined by a board of three (3) licensed real estate brokers, one of whom
shall be named by Landlord, one by Tenant, and the third selected by the two
(2) brokers selected by the Landlord and the Tenant. All of said brokers
shall be licensed real estate brokers in the District of Columbia
specializing in commercial leasing in the Central Business District of the
District of Columbia having not less than ten (10) years experience and
recognized as ethical and reputable within their industry. The parties agree
to select their respective designated brokers within ten (10) days after
written request from the other party. The third broker shall be selected
within fifteen (15) days after both of the first two (2) brokers have been
selected. Within fifteen (15) days after the third broker has been selected
all of the brokers shall meet to attempt to agree upon the prevailing market
rate. If they are unable to reach agreement, each broker, shall within said
fifteen (15) day period, submit in writing the prevailing market rate it
deems appropriate and the prevailing market rate shall be the amount which is
the mean between the two (2) closest amounts determined by two (2) of the
brokers. Each of the parties shall pay for the costs of the services of the
broker selected by it and the costs of the third broker shall be divided
equally between the Landlord and Tenant. It is understood and agreed by the
parties that the determination of the brokers shall be final and binding upon
the parties. The parties shall execute an addendum to the Lease to recognize
the rent so determined and to confirm the extended term and the terms and
conditions of said extended term.

         3.       RENT.

         Tenant shall pay as rent for the Premises the following amounts (each
of which shall be considered rent and all of which are, unless the context
requires otherwise, collectively referred to herein as "rent"):

         (a)      BASE RENT. The annual sum as specified in Item D(1) of the
Basic Lease Provisions, payable in equal monthly installments, in advance, as
specified in Item D(2) of the Basic Lease Provisions, the first payment to be
made upon signing of this Lease by Tenant (which amount shall be prorated in
accordance with Section 20), and the second and subsequent monthly payments to
be made on the first day of each and every calendar month (beginning with the
second month) during the Term. The aforesaid payments of rent are to be sent as
specified in Item H(3) of the Basic Lease Provisions or at such other place as
Landlord may from time to time direct in writing to Tenant.

         Landlord and Tenant agree that the monthly installments of Base Rent
will be allocated, for purposes of Section 467 of the Internal Revenue Code, in
the same manner as they are payable under this Lease.

         (b)      INCREASE IN BASE RENT. On the (1st) anniversary of the
"Commencement Date" and each anniversary of such date thereafter Tenant shall
be required to pay a 4% annual increase in Base Rent.

         (c)      INCREASE IN REAL ESTATE TAXES.

                  (1)   The TERM "Real Estate Taxes" shall mean the total
amount of all taxes and assessments, general and special, ordinary and
extraordinary, foreseen and unforeseen, now or hereafter assessed, levied or
imposed upon the Building and the Land; together with any tax in the nature
of a real estate tax, an ad valorem tax on rent or any tax on income if
imposed in lieu of real estate taxes and assessments; and any taxes and
assessments which may hereafter be substituted for real estate taxes together
with all reasonable costs and expenses paid or incurred by Landlord in
contesting the validity or amount thereof, which reasonable costs and
expenses shall be duly evidenced by the Landlord. In the event that the
method currently used by the District of Columbia taxing authority for the
computation of the assessed market value of the Building and/or the Land is
discontinued or revised, the determination of the increase in Real Estate
Taxes shall thereafter be made according to a format and procedure which most
nearly approximates the method currently in use. In the event that any
business tax, rental tax or other


<PAGE>


taxes which are now or hereafter levied upon (i) Tenant's use or occupancy of
the Premises, (ii) Tenant's leasehold improvements, (iii) Tenant's business at
the Premises, or (iv) Landlord by virtue of Tenant's occupancy of the Premises,
are enacted, changed or altered so that any of such taxes are levied against
Landlord, or in the event that the mode of collection of such taxes is changed
so that Landlord is responsible for collection or payment of such taxes, any and
all such taxes shall be a part of the increase in Real Estate Taxes and Tenant
shall pay its Proportionate Share of the full amount of all such taxes to
Landlord. Real Estate Taxes which are being contested by Landlord shall
nevertheless be included for purposes of the computation of the liability of
Tenant under this Paragraph provided, however, that in the event that Tenant
shall have paid any amount of additional rent pursuant to Paragraph 3(c) and
Landlord shall thereafter receive a refund of any portion of the Real Estate
Taxes on which such payment was based, Landlord shall pay to Tenant its
Proportionate Share of such refund. Landlord shall have no obligation to
contest, object or litigate the levying or imposition of the Real Estate Taxes
and may settle, compromise, consent to, waive, or otherwise determine in its
discretion the Real Estate Taxes without consent or approval of Tenant.

                  (2)   Tenant shall pay to Landlord its Proportionate Share
of Real Estate Tax Increases as specified in Item E(1) of the Basic Lease
Provisions (being the stipulated proportion which the Rentable Area of the
Premises bears to the total rentable area of the Building) of the increases
(including special assessments, if any, and any other taxes now or hereafter
imposed which are in the nature of or in substitution for Real Estate Taxes)
levied on the Building and the Land on which the Building is situated, that
exceed the "Base Real Estate Taxes". For purposes hereof, the Base Real
Estate Taxes are as stipulated in Item I of the Basic Lease Provisions.

         (d)      INCREASE IN OPERATING EXPENSES.

                  (1)   The term "Operating Expenses" shall mean all expenses,
costs and disbursements (but not replacement of capital investment items or
specific costs billed to and paid by specific tenants) of every kind and nature
which Landlord shall pay or become obligated to pay because of or in connection
with the ownership, management, maintenance, repair and operation of the
Building (which costs and expenses shall be duly evidenced by the Landlord),
including but not limited to, the following:

                        (i)     Cost of wages and salaries of all employees
engaged in the operation and maintenance of the Building, including taxes,
insurance and benefits.

                        (ii)    Cost of all supplies and materials used in
operation, maintenance and repair of the Building.

                        (iii)   Cost of all utilities (including surcharges)
including but not limited to water, sewer, electricity, heating, lighting, air
conditioning and ventilating for the Building, but excluding electricity
separately paid for by individual tenants.

                        (iv)    Cost of all maintenance and service agreements
for the Building and the equipment used therein, including but not limited to,
access control and energy management services, security, window cleaning,
elevator maintenance and janitorial service.

                        (v)     Cost of insurance relating to the Building,
including but not limited to the cost of casualty and liability insurance
applicable to the Building and Landlord's personal property used in connection
therewith.

                        (vi)    Cost of repairs and general maintenance
(excluding repairs and general maintenance paid for by the proceeds of
insurance, or by Tenant or third parties, and alterations attributable solely to
particular tenant spaces within the Building).

                        (vii)   Cost of the property management services to the
Building.

                        (viii)  Costs of any additional services not provided
to the Building at the Commencement Date but thereafter provided by Landlord in
the prudent management of the Building.


<PAGE>


                        (ix)    Cost of audit and accounting services.

                        (x)     Cost of any capital improvements made to the
Building after the Commencement Date that, in Landlord's reasonable judgement,
reduce Operating Expenses or are required under any governmental law or
regulation that was not applicable to the Building at the time it was
constructed, such cost thereof to be amortized over such reasonable period as
Landlord shall determine together with interest on the unamortized balance
accruing at the rate per annum of two percent (2%) above the "prime rate" then
in effect at The Riggs National Bank of Washington, D.C. or such higher rate as
may have been paid by Landlord on funds borrowed for the purpose of constructing
said capital improvements.

                  (2)   Tenant shall pay to Landlord its Proportionate Share of
Operating Expense Increases (being the stipulated proportion which the Rentable
Area of the Premises bears to the total rentable office area of the Building) of
the increases, if any, that exceed the Base Operating Expenses. For purposes
hereof, the Base Operating Expenses are as stipulated in Item J of the Basic
Lease Provisions.

         (e)      PAYMENT OF INCREASES IN REAL ESTATE TAXES AND OPERATING
EXPENSES. For each calendar year, Landlord shall notify Tenant of Landlord's
best estimate of Tenant's Proportionate Share of Real Estate Taxes above Base
Real Estate Taxes and Tenant's Proportionate Share of Operating Expenses above
Base Operating Expenses (collectively "Tenant's Proportion") for such calendar
year and Tenant shall be obligated to pay Landlord, in addition to and along
with each monthly installment of Base Rent due during such calendar year, one
twelfth (1/12th) of such estimated amount. Tenant's payments of such estimated
amount shall be treated by Landlord as a credit against the actual amount of
Tenant's Proportion required to be paid by Tenant pursuant to Paragraph 3(c) &
(d) hereof. Notwithstanding the above, for the period between the Commencement
Date and December 31 of the year in which the Commencement Date occurred,
Tenant's Proportion shall not be estimated in advance and paid monthly but
instead shall be collected in the same manner as is set forth in the balance of
this subsection. Within approximately ninety (90) days following the end of each
calendar year, or as soon thereafter as the relevant information is available
and complete, Landlord shall determine and notify Tenant of (i) the actual
amount of Tenant's Proportion for the immediately preceding calendar year and
(ii) the difference between such actual amount of Tenant's Proportion and the
amount already paid by Tenant in respect thereof based upon Landlord's estimate
of Tenant's Proportion, such excess shall be applied against the next
installment of estimated Tenant's Proportion. If Tenant's total payments of such
estimated Tenant's Proportion are less than the actual amount of Tenant's
Proportion for such calendar year, then Tenant shall pay Landlord the difference
within thirty (30) days of Tenant's receipt of a bill therefor. Notwithstanding
the expiration of the term of this Lease, Tenant shall owe additional rent to
Landlord for those months Tenant occupied the Premises in the calendar year in
which this Lease shall expire. Any overpayment by Tenant computed in accordance
with the terms of this Lease at the end of a calendar year shall be promptly
returned to Tenant, and any underpayment shall be paid within thirty (30) days
of a bill therefor. Neither notice to Tenant of Tenant's Proportion, nor
collection by Landlord of such amount, shall be conclusive upon Landlord in the
event the amount so stated and/or paid inaccurately reflects the Operating
Expenses or Real Estate Taxes.

         (f)      PARTIAL YEAR. Should this Lease commence or terminate at any
time other than the last day of a calendar year, the amounts due as additional
rent pursuant to Paragraph 3(e) for the commencement or termination year only
shall be prorated by the following fraction:

                                DAYS UNDER LEASE
                                       365

         (g)      EXAMINATION. Tenant, at its expense, shall have the right
during Landlord's business hours to examine Landlord's books and records
relating to the Operating Expenses and Real Estate Taxes of the Building for the
prior calendar year; however, such examination shall not waive Tenant's
obligation to pay such additional rent.

         (h)      SURVIVAL. Tenant's obligation to pay the amounts due as
additional rent pursuant to Paragraph 3(e) during the Term shall survive any
expiration or termination of this Lease by lapse of time or otherwise.


<PAGE>


         (i)      DEMAND; TIME. All sums payable by Tenant hereunder, including
but not limited to each of the foregoing amounts of rent, shall be paid to
Landlord without demand and without deduction, set-off or counterclaim (unless
specifically authorized in this Lease) on the first day of every month during
the Term. If Landlord or Tenant shall at any time or times accept rent or other
sums after it shall become due and payable, or accept less than the full amount
due and payable, such acceptance shall not excuse a delay upon subsequent
occasions, or constitute, or be construed as, a waiver of any or all of
Landlord's or Tenant's rights hereunder.

         4        USE OF PREMISES.

         (a)      Tenant shall use and occupy the Premises solely for general
office purposes and only in accordance with the uses permitted under applicable
zoning and other municipal regulations. Without the prior written consent of
Landlord, the Premises shall not be used for any other purpose, or for any
purpose that will constitute a nuisance or unreasonable annoyance to Landlord or
other tenants of the Building and shall comply with all present and future laws,
ordinances, regulations, and orders of the United States of America, the
jurisdiction in which the Building is located, and any other public or
quasi-public authority having jurisdiction over the Premises. It is expressly
understood that if any law, ordinance, regulation or order requires an occupancy
permit for the Premises, Tenant shall obtain such permit at Tenant's own
expense.

         (b)      If at any time during the Term of this Lease Tenant adopts a
policy prohibiting Tenant, its employees, agents or invitees from smoking within
the Premises except in designated smoking areas, Tenant shall, if permitted by
law, establish a designated area within the Premises where Tenant shall permit
smoking. Tenant shall establish such designated area at Tenant's sole expense in
accordance with Article 7 of this Lease. Such designated area shall include,
among other things, adequate area, ventilation and fire safety equipment.

         5.       ASSIGNMENT AND SUBLETTING.

         (a)      Tenant shall not assign, transfer, mortgage, or otherwise
encumber this Lease or sublet or rent (or permit occupancy or use by others of)
the Premises, or any part thereof, without obtaining the prior written consent
of Landlord, nor shall any assignment or transfer of this Lease or the right of
occupancy hereunder be effectuated by operation of law or otherwise without the
prior written consent of Landlord. Tenant shall give Landlord written notice of
Tenant's desire to assign, sublet or mortgage the Premises, and Tenant shall pay
Landlord the sum of Three Hundred Dollars ($300.00) to process each such
request. Within thirty (30) days following such request, Landlord shall either
consent to such request on such terms and conditions as Landlord may require, or
reject such request. As to any proposed subletting, Landlord agrees that its
consent to any such request shall not be unreasonably withheld, conditioned or
delayed. In the event Tenant desires to sublet or assign all or a portion of the
Premises for the balance of the Term, Landlord shall have the option to
terminate this Lease as to that portion of the Premises, effective as of the
date of Tenant's intention to sublet or assign or on a date to be agreed upon by
Landlord and Tenant, or to consent to such subletting or assignment and require
that Tenant pay Landlord as additional rent the difference between Base Rent
payable by Tenant and the rent charged by Tenant to such subtenant. Any
attempted assignment or subletting made without Landlord's consent shall, at the
option of Landlord, terminate this Lease provided that Tenant shall remain
liable for all rent due hereunder and all damages suffered by Landlord on
account of Tenant's breach. The consent by Landlord to any assignment or
subletting shall not be construed as a waiver or release of Tenant from the
terms of any covenant or obligation other than a payment obligation to the
extent such payment has been made by the assignee, subtenant or occupant) under
this Lease, nor shall the collection or acceptance of rent from any such
assignee, subtenant or occupant constitute a waiver or release of Tenant of any
covenant or obligation contained in this Lease, nor shall any such assignment or
subletting be construed to relieve Tenant from obtaining the consent in writing
of Landlord to any further assignment or subletting. In the event that Tenant
defaults hereunder, Tenant hereby assigns to Landlord the rent due from any
subtenant of Tenant and hereby authorizes each such subtenant to pay said rent
directly to Landlord. As to any assignment or subletting consented to by
Landlord hereunder, to the extent there is any net profit received by Tenant
from such subletting or assignment (i.e. to the extent the consideration
received by Tenant for such assignment or subletting exceeds the rent due
hereunder and Tenant's out of pocket costs associated with such assignment or
subletting), such net profit shall be shared equally by Landlord and Tenant.


<PAGE>


         (b)      In the event the original Landlord hereunder, or any successor
owner of the Building, shall sell or convey the Building, all liabilities and
obligations on the part of the original Landlord, or such successor owner, under
this Lease accruing thereafter shall terminate, and thereupon all such
liabilities and obligations shall be binding on the new owner. Tenant agrees to
attorn to such new owner in writing if requested by Landlord to do so.

         6.       MAINTENANCE BY TENANT.

         Tenant shall keep the Premises and fixtures and equipment therein in
clean, safe and sanitary condition, shall take good care thereof, shall suffer
no waste or injury thereto, and shall, at the expiration or other termination of
the Term, surrender the same, broom clean, in the same order and condition in
which they are when Landlord completes the improvements pursuant to Exhibit B,
ordinary wear and tear excepted. Landlord, at its cost, shall provide and
install all original tubes or bulbs in building standard fixtures within the
Premises necessary to provide required lighting and all standard replacement
tubes or bulbs for such lighting; all other bulbs, tubes and lighting fixtures
for the Premises shall be provided and installed by Tenant at Tenant's cost and
expense.

         7.       TENANT ALTERATIONS.

         (a)      ALTERATIONS. The original improvement of the Premises by
Landlord for Tenant shall be in accordance with Exhibit B. Tenant shall not make
or permit anyone to make any alterations, decorations, additions or
improvements, structural or otherwise, in or to the Premises or the Building,
without the prior written consent of Landlord. All such alterations,
decorations, additions or improvements permitted by Landlord must conform to all
rules and regulations established from time to time by the Underwriters'
Association of the local area and conform to all requirements of the Federal,
state and local governments. When granting its consent, Landlord may impose any
reasonable conditions it deems appropriate, including, without limitation, the
approval of plans and specifications and obtaining of specified insurance. As a
condition precedent to such written consent of Landlord, Tenant agrees to obtain
and deliver to Landlord written and unconditional waivers of mechanics' and
materialmens' liens upon the Land and Building of which the Premises are a part,
for all work, labor and services to be performed, and materials to be furnished,
by them in connection with such work, signed by all contractors, subcontractors,
materialmen and laborers to be involved in such work. If, notwithstanding the
foregoing, any mechanic's or materialmen's lien is filed against the Premises,
the Building and/or the Land, for work claimed to have been done for, or
materials claimed to have been furnished to, Tenant, such lien shall be
discharged by Tenant within ten (10) days thereafter, at Tenant's sole cost and
expense, by the payment thereof or by filing any bond required by law. If Tenant
shall fail to discharge any such mechanic's or materialmen's lien, Landlord may,
at its option, discharge the same and treat the cost thereof as additional rent
payable with the monthly installment of rent next becoming due; it being hereby
expressly covenanted and agreed that such discharge by Landlord shall not be
deemed to waive or release the default of Tenant in not discharging the same. It
is understood and agreed by Landlord and Tenant that any alterations,
decorations, additions or improvements shall be constructed on behalf of Tenant
and that in the event Landlord gives its written consent to Tenant's making any
such alterations, decorations, additions or improvements, such written consent
shall not be deemed to be an agreement or consent by Landlord to subject
Landlord's interest in the Premises, the Building or the Land to any mechanic's
or materialmen's liens which may be filed in respect to any such work done by or
on behalf of Tenant.

         (b)      All alterations, decorations, additions or improvements,
including wall-to-wall carpet, upon the Premises (whether with or without the
prior written consent of Landlord) shall, at the election of Landlord, remain
upon the Premises, and become the property of Landlord and be surrendered with
the Premises at the Expiration Date or sooner termination of this Lease without
disturbance, molestation or injury. Should Landlord elect that alterations,
decorations, additions or improvements made by Tenant upon the Premises
including telephone or computer cabling, conduit or wiring be removed at the
Expiration Date or sooner termination of this Lease or upon expiration or
termination of any renewal period, Tenant hereby agrees to cause same to be
removed at Tenant's sole cost and expense. Should Tenant fail to remove the
same, Landlord may cause same to be removed at Tenant's expense and Tenant
hereby agrees to reimburse Landlord for the cost of such removal together with
any and all damages which Landlord may suffer and sustain by reason of the
failure of Tenant to remove the same.

         (c)      INDEMNIFICATION. Tenant shall indemnify and hold Landlord
harmless from and against any and all expenses, liens, claims or damages to
person or property which arise directly or indirectly by reason of the making


<PAGE>


of any such alterations, decorations, additions or improvements. If any such
alterations, decorations, additions or improvements, structural or otherwise,
are made by Tenant without the prior written consent of Landlord, Landlord shall
have the right to remove same and Tenant shall be liable for any and all
expenses incurred by Landlord in said removal and subsequent restoration of the
Premises to the original condition. All alterations, decorations, additions or
improvements in or to the Premises or the Building made or completed by either
party shall immediately become the property of Landlord and shall remain upon
and be surrendered with the Premises as a part thereof at the Expiration Date or
sooner termination of the Term without disturbance, molestation or injury;
provided, however, that if Tenant is not in default in the performance of any of
its obligations under this Lease, Tenant shall have the right to remove, prior
to the Expiration Date or sooner termination of the Term, all movable furniture,
furnishings, or equipment installed in the Premises at the expense of Tenant. If
such property of Tenant is not removed by Tenant prior to the Expiration Date or
sooner termination of this Lease, the same shall become the property of Landlord
and shall be surrendered with the Premises as a part thereof.

         8.       SIGNS; FURNISHINGS.

         (a)      SIGNS. No sign, advertisement or notice shall be inscribed,
painted, affixed or otherwise displayed on any part of the outside or the inside
of the Building except on the directories and doors of offices, and then only in
such place and in such number, size, color and style as is approved by Landlord
and provided by Landlord at Tenant's cost and expense. If any such sign,
advertisement or notice is nevertheless exhibited by Tenant, Landlord shall have
the right to remove the same and Tenant shall be liable for any and all expenses
incurred by Landlord in such removal. Landlord shall have the right to prohibit
any advertisement of Tenant which in its opinion tends to impair the reputation
of the Building or its desirability as a high-quality building for offices or
for financial, legal, insurance and other institutions of like nature. Upon
written notice from Landlord, Tenant shall immediately refrain from and
discontinue any such advertisement.

         (b)      FURNISHINGS. Landlord shall have the right to prescribe the
weight and position of safes and other heavy equipment or fixtures, which shall,
if considered necessary by Landlord, stand on plank strips to distribute the
weight. Any and all damage or injury to the Premises or the Building caused by
moving the property of Tenant into, in or out of the Premises, or due to the
same being on the Premises, shall be repaired by, and at the sole cost of,
Tenant. No furniture, equipment or other bulky matter of any description will be
received into the Building or carried in the elevators except as approved by
Landlord, and all such furniture, equipment, and other bulky matter shall be
delivered through the designated delivery entrance of the Building. All moving
of furniture, equipment and other materials shall be under the supervision of
Landlord who shall, however, not be responsible for any damage to or charges for
moving the same. Tenant agrees promptly to remove from any sidewalk, driveway or
alley adjacent to the Building any of Tenant's furniture, equipment or other
material there delivered or deposited.

         9.       TENANT'S EQUIPMENT.

         Tenant shall not install or operate in the Premises any electrically
operated equipment or other machinery, other than standard electric typewriters,
personal computers, adding machines, radios, televisions, clocks, facsimile
machines, copying machines, and other similar standard office equipment in
modern offices without first obtaining the prior written consent of Landlord,
who may condition such consent upon the payment by Tenant of additional rent in
compensation for such excess consumption of utilities as determined in the
reasonable discretion of Landlord and for the cost of separate metering or
additional wiring as may be occasioned by the operation of said equipment or
machinery. Tenant shall not install any other equipment of any kind or nature
whatsoever which will or may necessitate any change, replacement or addition to
the water, heating, plumbing, air-conditioning, or electrical systems of the
Premises or the Building without first obtaining the written consent of
Landlord. Business machines and mechanical equipment belonging to Tenant which
cause noise or vibration that may be transmitted to the structure of the
Building or to any space therein to such a degree as to be objectionable to
Landlord or to any tenant shall be installed and maintained by Tenant, at
Tenant's expense, on vibration eliminators or other devices sufficient to
eliminate such noise and vibration. Landlord reserves the right to separately
meter (at its own expense) any utility consumption in the Premises. Any machines
or equipment installed by or on behalf of Tenant shall be maintained by Tenant
at Tenant's sole expense.


<PAGE>


         10.      INSPECTION.

         Tenant shall permit Landlord, or its agents or other designees, to
enter the Premises, without charge therefor to Landlord and without diminution
of the rent payable by Tenant, to examine, inspect, exhibit, and protect the
Premises and the Building and to make such alterations and/or repairs as in the
sole judgment of Landlord may be deemed necessary, and to show the Premises to
prospective purchasers, lenders, and tenants.

         11.      INSURANCE; INDEMNITY.

         (a)      PROPERTY INSURANCE. Throughout the Term of this Lease Landlord
shall keep the Building insured under a standard fire insurance policy with
extended coverage endorsement, or in lieu thereof, insure the Building against
loss or damage as a self-insurer.

         Tenant shall maintain insurance on the value of Tenant's personal
property located within the Premises, including without limitation alterations
and decorations installed by Tenant in the Premises.

         (b)      WAIVER OF SUBROGATION. Tenant and Landlord each releases and
relieves the other and waives its entire right of recovery against the other for
loss or damage arising out of or incident to the perils of fire, explosion, or
any other perils described in the "extended coverage" insurance endorsement
approved for use in the jurisdiction in which the Building is located, which
occurs in, on, or about the Premises, whether due to the negligence of either
party, their agents, employees, invitees, or otherwise. Neither party, not its
officers, directors, employees, agents or invitees, nor, in the case of Tenant,
its subtenants, shall be liable to the other for loss or damage caused by any
risk covered by the insurance required by this Article 11. If the foregoing
release shall contravene any law with respect to exculpatory agreements, the
liability of the party in question shall be deemed not released but shall be
secondary to the other's insurer.

         (c)      INSURANCE RATING. Tenant shall not conduct or permit to be
conducted by its employees, agents, guests or invitees any activity or place any
equipment in or about the Premises or the Building that will in any way increase
the cost of fire insurance or other insurance on the Building. If any increase
in the cost of fire insurance or other insurance is stated by any insurance
company or by the applicable Insurance Rating Bureau, if any, to be due to any
activity or equipment of Tenant in or about the Premises or the Building, such
statement shall be conclusive evidence that the increase in such cost is due to
such activity or equipment and, as a result thereof, Tenant shall be liable for
the amount of such increase. Tenant shall reimburse Landlord for such amount
upon written demand from Landlord and any such sum shall be considered
additional rent payable hereunder. Tenant, at its sole expense, shall comply
with any and all requirements of any insurance organization or company necessary
for the maintenance of reasonable fire and public liability insurance covering
the Premises and the Building.

         (d)      LIABILITY INSURANCE. Tenant shall carry public liability
insurance with a carrier licensed to do business in the jurisdiction in which
the Building is located and approved by Landlord. Said insurance shall be in
minimum amounts approved by Landlord from time to time (as set forth in the
Rules and Regulations as hereinafter defined), shall name Landlord and
Landlord's mortgagee as additional insureds, as their interests may appear, and
shall contain an endorsement that such policy shall remain in full force and
effect notwithstanding that the insured has waived its right of action against
any party prior to the occurrence of a loss. Tenant shall deliver to Landlord as
a condition precedent to its taking occupancy of the Premises (but not its
obligation to pay rent) a certificate or certificates evidencing such insurance.
Each policy shall contain an endorsement that will prohibit its cancellation
prior to the expiration of thirty (30) days after written notice of such
proposed cancellation to Landlord.

         (e)      INDEMNITY. Tenant hereby agrees to indemnify and hold Landlord
harmless from and against any cost, damage, claim, liability or expense
(including attorney's fees) incurred by or claimed against Landlord, directly or
indirectly, as a result of or in any way arising from Tenant's use and occupancy
of the Premises or in any other manner which relates to the business of Tenant.
The liability of Tenant to indemnify Landlord shall not extend to any matter
against which Landlord shall be effectively protected by Tenant's insurance
provided, however, that if any such liability exceeds the amount of effective
and collectable insurance, said liability of Tenant shall apply to such excess.
If Tenant fails to maintain any insurance required in this Lease, Tenant shall
be liable for any loss or cost resulting from such failure.


<PAGE>


         12.      SERVICES AND UTILITIES.

         (a)      It is agreed that Landlord shall furnish air-conditioning
during the seasons of the year when air-conditioning is required and heat during
the seasons of the year when heat is required. It is further agreed that
Landlord shall provide reasonably adequate electricity, water, exterior window
cleaning service and char and janitorial service. The char and janitorial
service shall be provided Monday through Friday only (except legal holidays) .
Landlord shall provide elevator service by means of automatically operated
elevators; provided, however, that Landlord shall have the right to remove
elevators from service as the same shall be required for moving freight, or for
servicing or maintaining the elevators and/or the Building. Landlord shall
furnish all services and utilities required by this Lease only during the normal
hours of operation of the Building, as set forth in the rules and regulations
attached hereto as Exhibit C and made a part hereof (the "Rules and
Regulations") unless otherwise specified herein. Landlord agrees to notify
Tenant in writing of any changes to the Rules and Regulations at least ten (10)
days before such changes take effect. It is also agreed that if Tenant requires
air-conditioning or heat beyond the normal hours of operation set forth herein
and provided arrangements are made with Landlord's representative, Landlord
shall furnish such air-conditioning or heat and Tenant agrees to pay for the
same with the next monthly installment of rent in accordance with the
then-current schedule of costs and assessments therefor. It is understood and
agreed that Landlord shall not be liable for failure, delay or suspension in
furnishing any of the utilities or services required to be provided by Landlord
caused by breakdown, maintenance, repairs, strikes, scarcity of labor or
materials, acts of God or from any other cause whatsoever. Any such failure or
inability to furnish the utilities or services required hereunder shall not be
considered an eviction, actual or constructive, of Tenant from the Premises, and
shall not entitle Tenant to terminate this Lease or to an abatement of any rent
payable hereunder.

         (b)      Tenant shall have access to the demised premises twenty four
(24) hours per day, seven (7) days per week (subject however to the rules and
regulations established from time to time by Landlord for the building). Access
to the building entrance outside the building standard hours will be by means of
a security card access system, guard system or other system or arrangement as
established from time to time by Landlord. In addition to the foregoing,
Landlord will provide Tenant with an elevator lock key for each floor leased and
occupied by Tenant.

         13.      LIABILITY OF LANDLORD.

         (a)      NO LIABILITY. Landlord shall not be liable to Tenant, its
employees, agents, invitees, or guests for any damage, compensation or claim
arising from the necessity of repairing any portion of the Premises or the
Building, the interruption in the use of the Premises, accident or damage
resulting from the use or operating (by Landlord, Tenant, or any other person or
persons whatsoever) of elevators or heating, cooling, electrical or plumbing
equipment or apparatus, or the termination of this Lease by reason of the
destruction of the Premises, or from any fire, robbery, theft, mysterious
disappearance and/or any other casualty, or from any leakage in any part or
portion of the Premises or the Building, or from water, rain or snow that may
leak into, or flow from, any part of the Premises or the Building, or from
drains, pipes or plumbing work in the Building, or from any other cause
whatsoever. Any goods, property or personal effects, stored or placed by Tenant
in or about the Premises or Building shall be at the risk of Tenant, and
Landlord shall not in any manner be held responsible therefor. If any employee
or representative of Landlord receives any packages or articles delivered to
Tenant, such employee shall be the agent of Tenant for such purposes and not of
Landlord.

         (b)      LIMITATION OF LIABILITY. Anything contained in this Lease to
the contrary notwithstanding, Tenant agrees that it shall look solely to the
estate and property of Landlord in the Land and the Building of which the
Premises form a part for the collection of any judgment (or other judicial
process) requiring the payment of money by Landlord for any default or breach by
Landlord of any of its obligations under this Lease, subject, however, to the
prior rights of any ground or underlying landlord or the holder of any mortgage
covering the Building or of Landlord's interest therein. No other assets of
Landlord shall be subject to levy, execution or other judicial process for the
satisfaction of Tenant's claim. This provision shall not be deemed, construed or
interpreted to be or constitute an agreement, express or implied, between
Landlord and Tenant that Landlord's interest hereunder and in the Building shall
be subject to impressment of an equitable lien otherwise. Nothing herein
contained shall be construed to limit any right of injunction against Landlord,
where appropriate.


<PAGE>


         (c)      FORCE MAJEURE. Landlord shall not be deemed in default with
respect to the failure to perform any of the terms, covenants and conditions of
this Lease on Landlord's part to be performed, if such failure is due in whole
or in part to any strike, lockout, labor dispute (whether legal or illegal),
civil disorder, inability to procure materials, failure of power, restrictive
governmental laws and regulations, riots, insurrections, war, fuel shortages,
accidents, casualties, Acts of God, acts caused directly or indirectly by Tenant
(or Tenant's agents, employees, guests or invitees), acts of other tenants or
occupants of the Building or any other cause beyond the reasonable control of
Landlord. In such event, the time for performance by Landlord shall be extended
by an amount of time equal to the period of the delay so caused.

         14.      RULES AND REGULATIONS.

         Tenant, its employees, agents, invitees, and guests shall at all times
abide by and observe the Rules and Regulations. In addition, Tenant, its
employees, agents, invitees, and guests shall abide by and observe such other
rules and regulations as may be promulgated from time to time by Landlord, with
a copy sent to Tenant, for the operation and maintenance of the Building;
provided, however, that the same are not inconsistent with the provisions of
this Lease. Nothing contained in this Lease shall be construed to impose upon
Landlord any duty or obligation to enforce such Rules and Regulations, or the
terms, conditions or covenants contained in any other lease, as against any
other tenant, and Landlord shall not be liable to Tenant for violation of the
same by any other tenant, its employees, agents, invitees or guests. If there is
any inconsistency between this Lease and the Rules and Regulations, this Lease
shall govern.

         15.      DAMAGE; CONDEMNATION.

         (a)      DAMAGE TO THE PREMISES. If the Premises or the Building are
destroyed or damaged by fire, earthquake or other casualty to the extent that
they are untenantable in whole or in part, then Landlord shall proceed with
reasonable diligence to rebuild and restore the Premises or such part thereof as
may be destroyed or damaged; provided (i) Landlord has received the insurance
proceeds payable on account of such damage or destruction (which insurance
proceeds Landlord shall attempt to collect with reasonable diligence), (ii) such
damage or destruction is not caused by Tenant or its agents or employees, (iii)
the period for electing to terminate this Lease as provided below in this
Paragraph 15(a) has passed and this Lease has not been terminated, and (iv)
Landlord shall not be responsible for Tenant's trade fixtures, furnishings,
furniture, equipment or personal property. Such rebuilding and restoration shall
be at Landlord's expense if such damage is insured by Landlord or required
hereunder to be insured by Landlord and at Tenant's expense if such damage is
caused by Tenant, its employees, agents, invitees or guests and not required to
be insured hereunder by Landlord. During the period of such rebuilding and
restoration, unless the damage or destruction is caused by Tenant, its
employees, agents, invitees or guests, the rent shall be abated in the same
proportion as the Rentable Area in the portion of the Premises rendered
untenantable shall bear to the total Rentable Area of the Premises. If such
destruction or damage cannot reasonably be repaired within ninety (90) days,
Landlord shall so notify Tenant within fifteen (15) days after Landlord is
notified of the damage or destruction. In such event, Landlord may, within
fifteen (15) days after such notice, terminate this Lease by written notice
thereof to Tenant. If Landlord does not terminate the Lease during that fifteen
(15) day period, this Lease shall remain in effect and Landlord shall diligently
proceed to repair or reconstruct the Premises and rent shall abate subject to
and in accordance with the preceding provisions of this Paragraph 15(a).

         (b)      CONDEMNATION. If the whole or a substantial part of the
Premises (or use or occupancy of the Premises) shall be taken or condemned by
any governmental or quasi-governmental authority for any public or quasi-public
use or purpose (including sale under threat of such taking), then the terms of
this Lease shall cease and terminate and the rent shall be abated on the earlier
of (i) the date when such title vests in such governmental or quasi-governmental
authority, or (ii) the date when Tenant may no longer occupy the Premises. If
less than a substantial part of the Premises is taken or condemned by any
governmental or quasi-governmental authority for any public or quasi-public use
or purpose (including sale under threat of such a taking), the rent shall be
equitably adjusted (on the basis of the Rentable Area available to Tenant in the
Premises before and after such event) on the date when title vests in such
governmental or quasi-governmental authority and the Lease shall otherwise
continue in full force and effect. Tenant shall have no claim against Landlord
(or otherwise) and hereby agrees to make no claim against the condemning
authority for any portion of the amount that may be awarded as a result of any
governmental or quasi-governmental taking or condemnation (or sale under threat
of such taking or condemnation)


<PAGE>


for the value of any expired or unexpired portion of the Term. Tenant may, if
allowed by statue, seek such awards or damages for moving expenses, loss of
profits and fixtures and other equipment installed by it (if any) which do not,
under the terms of this Lease, become the property of Landlord at the
termination hereof. Such awards or damages must be made by a condemnation court
or other authority and must be separate and distinct from any award to Landlord
for the Land and Building and shall not diminish any award of Landlord. For
purposes of this Paragraph 15(b), a substantial part of the Premises shall be
considered to have been taken if more than twenty-five percent (25%) of the
Premises are unusable by Tenant as a direct result of such taking.

         16.      DEFAULT OF TENANT.

         (a)      EVENTS OF DEFAULT. If Tenant shall (i) fail to pay any monthly
installment of rent (as required by Article 3 hereof) or shall fail to timely
make any other payment required by the terms and provisions hereof (although no
legal or formal demand has been made therefor) and such failure shall continue
for five (5) days after written notice thereof to Tenant, or (ii) violate or
fail to perform any of the other terms, conditions, covenants or agreements
herein made by Tenant, and such violation or failure shall continue for a period
of five (5) days after written notice thereof to Tenant by Landlord, or (iii)
abandon or vacate the Premises, or (iv) make or consent to an assignment for the
benefit of creditors or a common law composition of creditors, or a receiver of
Tenant's assets is appointed, or Tenant files a voluntary petition in a
bankruptcy or insolvency proceeding, or an involuntary petition in any
bankruptcy or insolvency proceeding is filed against Tenant and not discharged
by Tenant within sixty (60) days, or Tenant is adjudicated a bankrupt, or (v)
Tenant admits in writing its inability to pay its debts when due or that it is
insolvent, then, and in any of said events, this Lease shall, at the option of
Landlord, cease and terminate and the provisions of this Paragraph 16(a) shall
automatically operate as a notice to quit, any notice to quit, or of Landlord's
intention to re-enter, being hereby expressly waived and Landlord may proceed to
recover possession under and by virtue of the provisions of the laws of the
jurisdiction in which the Building is located or by such other proceeding,
including re-entry and possession, as may be applicable. In the event any such
failure to pay rent or other default on the part of Tenant occurs more than one
(1) time in any consecutive twelve (12) month period, Landlord shall not be
required during the remainder of the Term to send written notice before
proceeding with its remedies under this Article 16. If Landlord elects to
terminate this Lease, everything contained in this Lease on the part of Landlord
to be done and performed shall cease without prejudice, however, to the right of
Landlord to recover from Tenant all rent and any other sums accrued up to the
time of termination or recovery of possession by Landlord, whichever is later.
Should this Lease be terminated before the Expiration Date by reason of Tenant's
default, or should Tenant abandon or vacate the Premises before the Expiration
Date or sooner termination of the Term, Landlord may elect (i) to accelerate the
rent due hereunder to the end of the Term, (ii) to recover possession of the
Premises, by force, summary proceedings, or otherwise, or (iii) to relet the
Premises for such rent and upon such terms as are not unreasonable under the
circumstances, and Tenant shall be liable for all damages sustained by Landlord
including, without limitation, deficiency in rent, reasonable attorney's fees,
brokerage fees, and expenses of placing the Premises in commercially reasonable
rentable condition. At Landlord's option, any damage or loss of rent sustained
by Landlord may be recovered by Landlord at the time of Tenant's default, or at
the time of reletting, or in separate actions, from time to time, as said damage
shall have been made more easily ascertainable by successive relettings, or may
be deferred until cause of action shall not be deemed to have accrued until the
Expiration Date. The provisions contained in this Paragraph 16(a) shall be in
addition to and shall not prevent the enforcement of any claim Landlord may have
against Tenant for anticipatory breach of the unexpired Term.

         (b)      WAIVER. If, under the provisions hereof, Landlord shall
institute proceedings against Tenant and a compromise or settlement thereof
shall be made, the same shall not constitute a waiver of any other covenant,
condition or agreement herein contained, nor of any of Landlord's rights
hereunder. No waiver by Landlord of any breach of any covenant, condition or
agreement herein contained shall operate as a waiver of such covenant, condition
or agreement itself, or of any subsequent breach thereof. No payment by Tenant
or receipt by Landlord of a lesser amount than the monthly installment of rent
herein stipulated shall be deemed to be other than on account of the earliest
stipulated rent, nor shall any endorsement or statement on any check or letter
accompanying a check for payment of rent be deemed an accord and satisfaction,
and Landlord may accept such check or payment without prejudice to Landlord's
right to recover the balance of such rent or to pursue any other remedy provided
in this Lease. No re-entry by Landlord, and no acceptance by Landlord of keys
from Tenant, shall be considered an acceptance or a surrender of the Lease.


<PAGE>


         (c)      RIGHT OF LANDLORD TO CURE TENANT'S DEFAULT. If Tenant
defaults in the making of any payment or in the doing of any act herein
required to be made or done by Tenant, then Landlord may, but shall not be
required to, make such payment or do such act, and charge the amount of the
expense thereof, if made or done by Landlord, with interest thereon at the
rate per annum which is two percent (2%) greater than the "prime rate" then
in effect at The Riggs National Bank of Washington, D.C., from the date paid
by Landlord to the date of payment thereof by Tenant; provided, however, that
nothing herein contained shall be construed or implemented in such a manner
to allow Landlord to charge or receive interest in excess of the maximum
legal rate then allowed by law. Such payment and interest shall constitute
additional rent hereunder due and payable with the next monthly installment
of rent; but the making of such payment or the taking of such action by
Landlord shall not operate to cure such default or to stop Landlord from the
pursuit of any remedy to which Landlord would otherwise be entitled.

         (d)      LATE PAYMENT. If Tenant fails to pay an installment of rent
or any other sum due and payable to Landlord on or before the fifth day of
the calendar month when such installment becomes due and payable, Tenant
shall pay to Landlord a late charge (to cover Landlord's administrative and
overhead expenses of processing late payments) equal to the greater of one
hundred dollars ($100.00) or five percent (5%) of the amount of such
installment and, in addition, such unpaid installment shall bear interest at
the rate per annum which is two percent (2%) greater than the "prime rate"
then in effect at The Riggs National Bank of Washington, D.C. (or if such
prime rate is not available, a replacement rate designated by Landlord) from
the date such installment became due and payable to the date of payment
thereof by Tenant; provided, however, that nothing herein contained shall be
construed or implemented in such a manner as to allow Landlord to charge or
receive interest in excess of the maximum legal rate then allowed by law.
Such late charge and interest shall constitute additional rent hereunder due
and payable with the next monthly installment of rent.

         (e)      LIEN ON PERSONAL PROPERTY. Landlord shall have a lien upon
all personal property of Tenant moved into the Premises, as and for security
for the rent and other obligations of Tenant herein provided. In order to
perfect and enforce said lien, Landlord may at any time after default in the
payment of rent or default of other obligations, seize and take possession of
any and all personal property belonging to Tenant which may be found in and
upon the Premises. If Tenant fails to redeem the personal property so seized,
by payment of whatever sum may be due Landlord under and by virtue of the
provisions of this Lease, Landlord shall have the right, after twenty (20)
days written notice to Tenant of its intention to do so, to sell such
personal property so seized at public or private sale and upon such terms and
conditions as may appear advantageous to Landlord, and after the payment of
all proper charges incident to such sale, apply the proceeds thereof to the
payment of any balance due to Landlord on account of rent or other
obligations of Tenant pursuant to this Lease. In the event there shall then
remain in the hands of Landlord any balance realized from the sale of said
personal property, the same shall be paid over to Tenant. The exercise of the
foregoing remedy by Landlord shall not relieve or discharge Tenant from any
deficiency owed to Landlord which Landlord has the right to enforce pursuant
to any other provisions of this Lease.

         17.      SUBORDINATION.

         This Lease is subject and subordinate to all ground or underlying
leases and to all mortgages and/or deeds of trust which may now or hereafter
affect such leases or the real property of which the Premises form a part, and
to all renewals, modifications, consolidations, replacements and extensions
thereof. This clause shall be self-operative and no further instrument of
subordination shall be required by any mortgagee or trustee. In confirmation of
such subordination, Tenant shall execute promptly any certificate that Landlord
may request. Provided, however, that notwithstanding the foregoing, the party
secured by any such deed of trust shall have the right to recognize this Lease
and, in the event of any foreclosure sale under such deed of trust, this Lease
shall continue in full force and effect at the option of the party secured by
such deed of trust or the purchaser under any such foreclosure sale; and Tenant
covenants and agrees that it shall, at the written request of the party secured
by any such deed of trust, execute, acknowledge and deliver any instrument that
has for its purpose and effect the subordination this Lease to the lien of said
deed of trust. At the option of any landlord under any ground or underlying
lease to which the Lease is now or may hereafter become subject or subordinate,
Tenant agrees that neither the cancellation nor termination of such ground or
underlying lease shall by operation of law or otherwise, result in cancellation
or termination of this Lease or the obligations of Tenant hereunder and Tenant
covenants and agrees to attorn to such landlord or to any successor to
Landlord's interest in such ground or underlying lease, and, in that event, this
Lease shall continue as a direct lease between Tenant and such landlord or its
successor; and, in any case, such landlord or successor


<PAGE>


under such ground or underlying lease shall not be bound by any prepayment on
the part of Tenant of any rent for more than one (1) month in advance, so that
rent shall be payable under this Lease in accordance with its terms, from the
date of the termination of the ground or underlying lease, as if such prepayment
had not been made; and provided, further, not be bound by this Lease or any
amendment or modification of this Lease unless prior to the termination of such
ground or underlying lease, a copy of this Lease or amendment or modification
thereof, as the case may be, shall have been delivered to such landlord or
successor by Tenant.

         18.      LENDER REQUIREMENTS.

         In the event that any lender providing construction or permanent
financing or any refinancing for the Building requires, as a condition of such
financing, that modification to this Lease be obtained, and provided that such
modifications (i) are reasonable; (ii) do not adversely affect in a material
manner Tenant's use of the Premises as herein permitted; and (iii) do not
increase the rent and other sums to be paid by the Tenant hereunder, Landlord
may submit to Tenant a written amendment to this Lease incorporating such
required written changes, and Tenant hereby covenants and agrees to execute,
acknowledge and deliver such amendment to Landlord within ten (10) days of
Tenant's receipt thereof.

         19.      FINANCIAL INFORMATION.

         In connection with the sale or the financing or refinancing of the
Building, Landlord may require current financial information from tenants in the
Building. In this regard, Tenant agrees, at any time and from time to time, upon
not less than ten (10) days prior written notice by Landlord to execute,
acknowledge and deliver to Landlord in writing (i) a current and audited
financial statement documenting Tenant's present financial condition, (ii) a
statement of all current claims and/or litigation pending against Tenant, and
(iii) a statement of all present liens placed upon Tenant's property in the
Premises. Landlord agrees to treat all information furnished to Landlord as
confidential and to make it available only to a bona fide purchaser or lender
conducting a financial analysis of the Building precedent to such sale,
financing or refinancing, which purchaser or lender shall also agree to maintain
such information in a confidential manner.

         20.      POSSESSION; HOLDING OVER.

         (a)      POSSESSION. It is understood and agreed that in the event
Landlord, for any reason whatsoever, cannot deliver possession of the Premises
to Tenant on the Commencement Date, this Lease shall not be void or voidable,
nor shall Landlord be liable to Tenant for any resulting loss or damage. In such
event the Commencement Date shall be extended to the first day of the calendar
month following the earlier of either (a) Tenant has occupied the Premises or
(b) Landlord has delivered possession of the Premises to Tenant and the
Expiration Date shall be correspondingly extended, both as set forth in Article
2. Any such extensions shall be subject to the terms and conditions set forth in
Article 2. For that period of the partial month prior to the Commencement Date,
if any, during which Tenant has received possession of the Premises from
Landlord, Tenant covenants and agrees to pay to Landlord a daily rental equal to
one thirtieth (1/30) of the monthly installment of Base Rent as specified in
Item D(2) of the Basic Lease Provisions per day, without notice, deduction,
set-off, abatement or demand, upon Landlord's tendering of possession of the
Premises. All of the terms, covenants and provisions of this Lease shall be in
full force and effect during any such early occupancy prior to the Commencement
Date.

         (b)      HOLDING OVER. In the event that Tenant shall not immediately
surrender the Premises on the Expiration Date, Tenant shall, by virtue of the
provisions hereof, become a tenant by the month at one and one half times the
monthly rent including all additional rent in effect during the last month of
the Term which said monthly tenancy shall commence with the first day after the
Expiration Date. Tenant, as a monthly tenant, shall be subject to all of the
terms, conditions, covenants and agreements of this Lease. Tenant shall give to
Landlord at least thirty (30) days written notice of its intention to quit the
Premises, and Tenant shall be entitled to thirty (30) days written notice to
quit the Premises, unless Tenant is in default hereunder, in which event Tenant
shall not be entitled to any notice to quit, the usual thirty (30) days notice
to quit being hereby expressly waived. Notwithstanding the foregoing, in the
event that Tenant shall hold over after the Expiration Date, and if Landlord
shall desire to regain possession of the Premises promptly at the expiration of
the Term, then Landlord at its option, may forthwith re-


<PAGE>


enter and take possession of the Premises without process, or by any legal
process in force in the jurisdiction in which the Building is located.

         21.      INTENTIONALLY OMITTED.

         22.      COVENANTS OF LANDLORD.

         (a)      QUIET ENJOYMENT. Landlord represents, warrants and covenants
that it has the right to make this Lease for the Term aforesaid, and that if
Tenant shall pay the rent and perform all of the covenants, terms, conditions
and agreements of this Lease to be performed by Tenant, Tenant shall, during the
Term hereby created, freely, peaceably and quietly occupy and enjoy the full
possession of the Premises without molestation or hindrance by Landlord or any
party claiming through or under Landlord or otherwise, subject to the provisions
of Paragraph 22(b) below.

         (b)      RESERVATION. Landlord hereby reserves to itself and its
successors and assigns the following rights (all of which are hereby consented
to by Tenant): (i) to change the street address and/or name of the Building
and/or the arrangement and/or location of entrances, passageways, doors,
corridors, elevators, stairs, toilets, or other public parts of the Building,
(ii) to erect, use and maintain pipes and conduits in and through the Premises,
and (iii) to grant to anyone the exclusive right to conduct any particular
business or undertaking in the Building, subject to the provisions of Paragraph
22(a) above. Landlord may exercise any or all of the foregoing rights without
being deemed to be guilty of an eviction, actual or constructive, or a
disturbance or interruption of the business of Tenant or Tenant's use or
occupancy of the Premises.

         23.      HAZARDOUS MATERIAL; INDEMNITY.

         Tenant shall not cause or permit any Hazardous Material (as hereinafter
defined) to be brought upon, kept, or used in or about the Land, the Building or
the Premises by Tenant, its agents, employees, contractors or invitees, 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
Land, the Building or the Premises). If Tenant breaches the obligations stated
in the preceding sentence, or if the presence of Hazardous Material on the Land,
the Building or the Premises caused or permitted by Tenant results in
contamination of the Land, the Premises or the Building, or if contamination of
the Land, the Premises or the Building by Hazardous Material otherwise occurs,
for which Tenant is legally liable to Landlord for damage resulting therefrom,
then Tenant shall indemnify, 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 Land, the Premises or
the Building, damages for the loss or restriction on use of rentable or usable
space or of any amenity of the Land, the Premises or the Building, damages
arising from any adverse impact on marketing of space on the Land or in the
Premises or the Building, and sums paid in settlement of claims, attorneys'
fees, consultant fees and expert fees) which arise during or after the Term of
this Lease 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 cleanup, 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 Land or the Building. Without limiting the
foregoing, if the presence of any Hazardous Material on the Land, the Premises
or the Building caused or permitted by Tenant results in any contamination of
the Land, the Premises or the Building, Tenant shall promptly take all actions
at its sole expense as are necessary to return the Land and/or the Premises
and/or the Building to the condition existing prior to the introduction of any
such Hazardous Material to the Land, the Premises and/or the Building; provided
that Landlord's written 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
Land, the Premises or the Building.

         As used herein, the term "Hazardous Material" means any hazardous or
toxic substance, material or waste which is or becomes regulated by any local
governmental authority, the District of Columbia or the United States
Government. The term "Hazardous Material" includes, without limitation, any
material or substance that is (i)


<PAGE>


defined as a "hazardous substance" under the laws of the District of Columbia,
(ii) petroleum, (iii) asbestos, (iv) designated as a "hazardous substance"
pursuant to Section 311 of the Federal Water Pollution Control Act (33 U.S.C.
Section 1321), (v) defined as a "hazardous waste" pursuant to Section 1004 of
the Federal Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et
seq. (42 U.S.C. Section 6903), (vi) defined as a "hazardous substance" pursuant
to Section 101 of the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. Section 9601 et seq. (42 U.S.C. Section 9601), or (vii)
defined as "regulated substance" pursuant to Subchapter IX, Solid Waste Disposal
Act (Regulation of Underground Storage Tanks), 42 U.S.C. Section 6991 et seq.

         24.      MISCELLANEOUS.

         (a)      NO REPRESENTATION BY LANDLORD. Tenant acknowledges that
neither Landlord nor any broker, agent or employee of Landlord has made any
representations or promise with respect to the Premises or the Building except
as herein expressly set forth, and no right, privilege, easement or license is
acquired by Tenant except as herein expressly set forth. Tenant, by taking
possession of the Premises, shall accept the same "as is", and such taking of
possession shall be conclusive evidence that the Premises and the Building are
in good and satisfactory condition at the time of such taking of possession,
minor punch list items excepted.

         (b)      NO PARTNERSHIP. Nothing contained in this Lease shall be
deemed or construed to create a partnership or joint venture of or between
Landlord and Tenant, or to create any other relationship between the parties
hereto other than that of landlord and tenant.

         (c)      BROKERS. As part of the consideration for the granting of this
Lease, Tenant expressly represents and warrants to Landlord that, in the
negotiation of this Lease, Tenant dealt with no broker(s) other than as
specified in Item G of the Basic Lease Provisions, and that said broker(s) are
the only parties entitled to a commission or other compensation or consideration
by Landlord for services rendered in connection with the genesis or procurement
of this Lease. Tenant hereby indemnifies and holds harmless Landlord from and
against any and all liability, claims, actions, damages, costs and expenses
whatsoever, including reasonable attorney fees, arising from any claim or demand
that may be made upon Landlord for payment of a commission or other compensation
or consideration, including finder fee, in connection with any inaccuracy or
alleged inaccuracy of the foregoing representation.

         (d)      ESTOPPEL CERTIFICATE. Tenant agrees, at any time and from time
to time, upon not less than five (5) days prior written notice by Landlord, to
execute, acknowledge and deliver to Landlord a statement in writing (i)
certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the Lease is in full force and effect as
modified and stating the modification), (ii) stating the dates to which the rent
and any other charges hereunder have been paid by Tenant, (iii) stating whether
or not, to the best knowledge of Tenant, Landlord is in default in the
performance of any covenant, agreement or condition contained in this Lease, and
if so, specifying each such default of which Tenant may have knowledge, (iv)
stating the address to which notices to Tenant should be sent, (v) stating the
Commencement Date and Expiration Date of this Lease, and (vi) stating such other
information as Landlord shall reasonably request. Any such statement delivered
pursuant hereto may be relied upon by any owner of the Building or the Land, any
prospective purchaser of the Building or the Land, any mortgagee or prospective
mortgagee of the Building or the Land or of Landlord's interest in either, or
any prospective assignee of any such mortgage.

         (e)      WAIVER OF JURY TRIAL. Landlord and Tenant hereby waive trial
by jury in any action, proceeding, or counter claim brought by either of the
parties hereto against the other in respect of any matter whatsoever arising out
of or in any way connected with this Lease the relationship of Landlord and
Tenant hereunder, Tenant's use or occupancy of the Premises and/or any claim of
injury or damage.

         (f)      NOTICES. All notices or other communications hereunder shall
be in writing and shall be deemed duly given if delivered in person or upon
receipt by certified or registered mail, return receipt requested, first-class
postage prepaid, (i) if to Landlord as specified in Item H(1) of the Basic Lease
Provisions, (ii) if to Tenant as specified in Item H(2) of the Basic Lease
Provisions, if prior to the Commencement Date and thereafter at the Premises,
unless notice of a change of address is given pursuant to the provisions of this
Paragraph 24(f).


<PAGE>


         (g)      INVALIDITY OF PARTICULAR PROVISIONS. If any provision 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 provisions to persons or circumstances other than those to
which it is invalid or unenforceable, shall not be affected thereby, and each
provisions of this Lease shall be valid and be enforced to the fullest extent
permitted by law.

         (h)      GENDER AND NUMBER. Feminine or neuter pronouns shall be
substituted for those of the masculine form, and the plural shall be substituted
for the singular number, in any place or places herein in which the context may
require such substitution.

         (i)      BENEFIT AND BURDEN. The provisions of this Lease shall be
binding upon, and shall inure to the benefit of, the parties hereto and each of
their respective representatives, successors, and assigns. Landlord may freely
and fully assign its interest hereunder.

         (j)      ENTIRE AGREEMENT. This Lease, together with the Exhibits
attached hereto, contains and embodies the entire agreement of the parties
hereto, and no representation, inducement or agreement, oral or otherwise,
between the parties not contained in this Lease and the Exhibits, shall be of
any force or effect. This Lease may not be modified, changed or terminated in
whole or in part in any manner other than by an agreement in writing duly signed
by both parties hereto.

         (k)      AUTHORITY. Landlord and Tenant hereby covenant each for
itself, that each has full right, power and authority to enter into this Lease
upon the terms and conditions set forth. If Tenant signs as a corporation, each
of the persons executing this Lease on behalf of Tenant does hereby covenant and
warrant that Tenant is a duly authorized and existing corporation, qualified to
do business in the jurisdiction in which the Building is located, that the
corporation has full right and authority to enter into this Lease, and that each
of the persons signing on behalf of the corporation was authorized to do so.

         (l)      TRANSFER OF LANDLORD'S INTEREST. Landlord hereby reserves the
right to sell, assign or transfer this Lease upon the condition that in such
event this Lease shall remain in full force and effect, subject to the
performance by Tenant of all the terms, covenants and conditions on its part to
be performed. In the event that such purchaser, assignee or transferee agrees to
perform all the terms, covenants and conditions of Landlord pursuant to this
Lease which are to be performed by Landlord from and after the effective date of
such sale, assignment or transfer then, upon any such sale, assignment or
transfer, other than merely as security, Tenant agrees to look solely to the
purchaser, assignee or transferee with respect to all matters in connection with
this Lease and the transferor Landlord shall be released from any further
obligations hereunder.

         (m)      INTENTIONALLY OMITTED.

         (n)      ATTORNEY'S FEES. If as a result of any breach or default in
the performance of any of the provisions of this Lease by Tenant, Landlord uses
the services of an attorney in order to secure compliance with such provisions
or recover damages therefor, or to terminate this Lease or evict Tenant, Tenant
shall reimburse Landlord upon demand for any and all reasonable attorney's fees
and expenses so incurred by Landlord, except if Tenant shall be the prevailing
party in any legal action brought by Landlord against Tenant, after rendering of
a final, non-appealable judgment.

         (o)      SURRENDER. At the termination of this Lease by lapse of time
or otherwise, Tenant shall surrender possession of the Premises to Landlord,
shall deliver all keys to the Premises and all locks therein to Landlord, shall
make known to Landlord the combination of all combination locks in the Premises,
and shall return the Premises and all equipment and fixtures of Landlord therein
to Landlord in broom clean condition as when Tenant originally took possession,
ordinary wear and tear excepted, failing which Landlord may restore the Premises
and such equipment and fixtures to such condition and Tenant shall pay the cost
thereof to Landlord on demand.

         (p)      TIME OF THE ESSENCE. Time is of the essence of each provision
of this Lease.


<PAGE>


         (q)      GOVERNING LAW. This Lease is governed by the laws of the
jurisdiction in which the Building is located.

         (r)      EXAMINATION OF LEASE. Submission of this Lease to Tenant for
examination or signature by Tenant shall not constitute reservation of or option
to lease, and the same shall not be effective as a lease or otherwise until
execution and delivery by both Landlord and Tenant.

         25.      AUTOMOBILE PARKING.

                  (A)      PARKING AREAS.  Any areas of the Building which may
be set aside by Landlord for the parking of automobiles may be used by Tenant
and Tenant's visitors, invitees and licensees while engaged in business in the
Demised Premises, for the parking of their automobiles, in common with like use
by other lessees of space in the Building, but subject to any charges which
Landlord may impose from time to time on such use. The use of said automobile
parking areas by Tenant and Tenant's visitors, invitees and licensees shall be
at their sole risk and expense, and in no event shall Landlord have any
liability for damage to, theft or loss of property of the Tenant or of Tenant's
employees, visitors, licensees or invitees suffered or sustained in or about
said parking areas. Said parking areas (if any) shall be under the exclusive
control of Landlord, who shall have the right to establish rules and regulations
governing the use of said parking areas, and the right to change such rules and
regulations from time to time, and the right to limit or terminate the right of
Tenant, its visitors, invitees and licensees or any other parties to use such
parking areas. Tenant agrees to keep, observe and comply with all such rules and
regulations so established by Landlord, and will direct and require its
employees, licensees, visitors and invitees to comply therewith. No employee of
Landlord is authorized to accept possession of any vehicle from the Tenant or
from Tenant's employees, licensees, visitors or invitees, nor to

accept custody of any articles from Tenant.

                  (B)      TENANT'S PARKING CONTRACTS.  Subject to the terms and
conditions hereinafter set forth in this Paragraph (B), Tenant may execute with
Landlord or its designee, parking contracts in the Building garage, at the ratio
of one (1) contract for each 1,000 rentable square feet of area demised
hereunder, at locations to be designated from time to time by Landlord, for
parking of automobiles of Tenant's executives and personnel, such contracts to
be upon the monthly rental and upon the terms and conditions, rules and
regulations prevailing and imposed from time to time by Landlord or its
designees. The terms of such garage contracts shall be as set forth therein. In
addition, Tenant will execute and deliver promptly upon Landlord's request any
future garage contracts which Landlord may require from time to time, covering
the spaces to be leased under this
Paragraph 25(B).

                  (C)      TERMINATION OF PARKING RIGHTS.  Upon expiration or
any termination of any such garage contracts, the Tenant will cause all of its
automobiles and those of its executives and personnel (or such automobiles to
which the terminated, and not renewed, garage contract has ceased, as the case
may be) to be immediately removed from the garage. If this Lease is terminated
or expires, then in any such event all parking contracts of Tenant for parking
shall thereupon also terminate.

         26.      EXPANSION SPACE. (A) Provided Tenant is not then in default
hereunder, after the expiration of any applicable notice and cure period, Tenant
shall have the right to lease all (but not less than all) of the ninth (9th)
floor of the building (the "Expansion Space") by notifying Landlord in writing
of such election at any time during the first twelve (12) months of the initial
lease term, whereupon the parties shall promptly execute an amendment to this
Lease adding the Expansion Space to the premises. Except as hereinafter set
forth, all of the provisions of this Lease shall be applicable to the Expansion
Space, including the expiration date, it being understood that the basic annual
rent therefor shall be upon the same rental rate per square foot as the
remainder of the premises and that Tenant's Proportionate Share shall be
increased to account for the additional square footage contained in the
applicable Expansion Space. In addition to the foregoing, Landlord shall build
out the Expansion Space in substantially the same manner as the original
premises was built out by Landlord, such build out to be "turnkey" with Tenant
entitled to a rent credit or payment from Landlord to the extent such build out
(including soft costs) does not cost Landlord $18.00 per rentable square foot.
The Expansion Space shall be delivered to Tenant within approximately sixty (60)
days after Landlord receives Tenant's written election to lease such space,
subject to Landlord's recovery of possession of such space from the current
occupant.


<PAGE>


         (B)      Provided Tenant is not then in default hereunder, after the
expiration of any applicable notice and cure period, Tenant shall have the
right to lease all (but not less than all) of the fourth (4th) floor of the
building (the "Fourth Floor Expansion Space") by notifying Landlord in
writing of such election at any time during the first twelve (12) months of
the initial lease term, whereupon the parties shall promptly execute an
amendment to this Lease adding the Fourth Floor Expansion Space to the
premises. Except as hereinafter set forth, all of the provisions of this
Lease shall be applicable to the Fourth Floor Expansion Space, including the
expiration date, it being understood that the basic annual rent therefor
shall be upon the same rental rate per square foot as the remainder of the
premises and that Tenant's Proportionate Share shall be increased to account
for the additional square footage contained in the applicable Fourth Floor
Expansion Space. In addition to the foregoing, Landlord shall build out the
Fourth Floor Expansion Space in substantially the same manner as the original
premises was built out by Landlord, such build out to be "turnkey" with
Tenant entitled to a rent credit or payment from Landlord to the extent such
build out (including soft costs payable to unrelated third parties other than
interest) does not exceed a cost to Landlord of more than $18.00 per rentable
square foot above a shell, if so requested by Tenant does not cost Landlord
$18.00 per rentable square foot. The Fourth Floor Expansion Space shall be
delivered to Tenant within approximately sixty (60) days after Landlord
receives Tenant's written election to lease such space, subject to Landlord's
recovery of possession of such space from the current occupant whose lease
does not expire until the end of June, 2000.

         27.      RIGHT OF OFFERING. Provided Tenant is not then in default
under this Lease, after notice to Tenant and expiration of the applicable cure
period, and subject to any preexisting rights of other tenants to such space,
Tenant shall have the right of offering to lease from Landlord any space in the
Building which becomes available for lease during the initial term hereof (the
"Offering Space"). If during such time, any such space becomes available for
lease, Landlord shall notify Tenant in writing of the market terms and
conditions upon which Landlord will lease same to Tenant (the "Offering
Notice"). Any Offering Space offered to Tenant shall be offered in "as is"
condition. Tenant shall have fifteen (15) business days after receipt of the
Offering Notice to accept the terms contained therein and then Tenant must
execute and return to Landlord an amendment to this Lease reasonably acceptable
to Tenant incorporating herein said space within fifteen (15) days after
delivery of said amendment from Landlord to Tenant. Failure of Tenant to
exercise its rights to such space within the first fifteen (15) business day
period shall render this entire paragraph thereafter forever void and of no
further force or effect.

         28.      SATELLITE. Subject to the provisions hereof and provided same
is performed in accordance with all applicable local, state and/or federal laws,
rules or regulations without requesting a waiver or variance thereof (or if a
waiver or variance is required, same is procured by Tenant at Tenant's sole cost
and expense), Tenant shall have the non-exclusive right to install or have
installed, at Tenant's sole cost and expense, on the roof of the Building,
satellite dishes (the "Equipment"), the number, size, style, location and
installation of which all being subject to the prior written approval of the
Landlord. Upon Tenant electing to install any such equipment, Landlord shall
provide to Tenant the form of satellite license agreement required by Landlord
for any use of the roof of the Building. Tenant agrees to submit to Landlord,
for Landlord's review and approval, prior to installation, detailed
specifications and shop drawings concerning the Equipment and the installation
thereof as well as final plans therefore. Landlord reserves the right, in its
sole and absolute discretion, to specify reasonable installation procedures
which Tenant must follow in order to (i) preserve and protect the integrity of
the structure of the Building as well as the building components, and (ii) not
void any warranties provided to Landlord for the roof or any building
components, notwithstanding the cost or inconvenience to Tenant. Landlord agrees
to take into consideration, in its review process, any warranties procured by
Tenant for the Equipment as well as the operational requirements of the
Equipment. Tenant agrees to install the Equipment in compliance with all
applicable laws (including, but not limited to, providing appropriate screening
if so required). Tenant's installation, maintenance and removal of the Equipment
shall be done free of liens on any of Landlord's property and without any damage
to any property of Landlord or others. Tenant agrees to pay all costs and
expenses of installation, maintenance and removal of Equipment. Tenant agrees to
pay any increase in premiums for Landlord's insurance that may be charged to
Landlord resulting from the installation and maintenance of the Equipment on the
Building. Notwithstanding the preceding sentence, upon Tenant's notification to
Landlord of its intention to install or have installed, Landlord shall notify
Tenant of any increase in premiums for Landlord's insurance resulting therefrom.
Tenant will indemnify, defend and hold harmless Landlord from and against any
and all claims, actions, damages, liability and expenses in connection with loss
of life, personal injury and/or damage to property to the extent arising from or
out of any occurrence within, at, or as a result of the Equipment, or the
installation, use, maintenance or removal by Tenant of the Equipment, or
occasioned wholly or in part by any act or omissions of Tenant, its agents,
employees or contractors in connection with the installation or use of the
Equipment.


<PAGE>


         29.      CANCELLATION BY TENANT. Provided that Tenant is not in default
under this Lease in any respect, it is agreed that (subject to the conditions
contained in this paragraph) Tenant shall have the right (the "Cancel Right") to
terminate this Lease with respect to all (but not less than all) space in the
building leased to it hereunder, upon the following terms and conditions:

                  (i)    Tenant shall have the right to terminate this Lease
only after the thirty-sixth (36th) month of the term of this Lease. The
Cancel Right shall be exercisable by Tenant only by written notice of such
exercise delivered to Landlord at least six (6) months prior to the effective
termination date selected by Tenant (which date shall not be before the
forty-second (42nd) month of the term of this Lease. The written notice must
also be accompanied by a sum equal to the unamortized costs of Landlord's
improvements and commissions paid for this Lease (such sum being hereinafter
referred to as the "Cancel Payment") said amount to be provided to Tenant in
writing within ninety (90) days after Tenant commences occupancy of the
Premises (plus any additional amounts paid by Landlord for expansion space
leased by Tenant under the terms of this Lease). If Tenant exercises the
Cancel Right but fails to deliver the Cancel Payment as required or is
thereafter in default or subject to an event of bankruptcy and Landlord
terminates this Lease as a result of such event, then the Cancel Right shall
be void and instead Landlord's rights and remedies and Tenant's obligations
which pertain to such termination by Landlord shall prevail and apply.

                  (ii)  If Tenant exercises the Cancel Right and timely
tenders the Cancel Payment, Tenant shall nevertheless continue to pay
Landlord all rentals, rental increases, pass throughs and other sums payable
under this Lease and perform all of Tenant's other covenants and obligations
hereunder through and including the later to occur of (x) the effective
cancellation date or (y) such later date, if any, when Tenant has surrendered
to Landlord exclusive possession of all space in the building leased by
Tenant under this Lease. If Tenant exercises the Cancel Right, then (i)
Tenant shall surrender to Landlord exclusive possession of all space in the
building leased by Tenant under this Lease, broom clean and in good condition
and repair (reasonable wear and tear excepted) and in the condition called
for in this Lease for such surrender, free of subleases and occupants, with
all of Tenant's and its sublessee's personal property removed therefrom. The
failure of Tenant to vacate and surrender possession on the effective
termination date shall not create any tenancy for Tenant thereafter and
Tenant shall be deemed a tenant at sufferance, subject to eviction at any
time, with or without legal process.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease under seal on
the day and year first hereinabove written.

ATTEST:                                     LANDLORD:
(Seal)                                      666 11TH STREET ASSOCIATES


By: ___________________________             By:______________________________
Name:_________________________              Name:____________________________
Its:____________________________            Its: ______________________________

ATTEST:                                     TENANT:
(Seal)                                      Netivation.com, Inc.


By: ___________________________             By:______________________________

Name:_________________________              Name:____________________________

Its:____________________________            Its: ______________________________


<PAGE>


                                    EXHIBIT C

                              RULES AND REGULATIONS

1.   Neither the whole nor any part of the sidewalks, plaza areas, entrances,
passages, courts, elevators, vestibules, stairways, corridors, or halls of the
Building shall be obstructed or encumbered by any tenant or used for any purpose
other than ingress and egress to and from the premises of such tenant.

2.   No awning or other projections shall be attached to the outside walls or
windows of the Building. No curtain, blind, shade, or screen (other than those
furnished by Landlord as Building Standard) shall be attached to, hung in, or
used in connection with any window or door of the premises of any tenant.

3.   No showcase of other article shall be put in front of or affixed to any
part of the exterior of the Building nor placed in the halls, corridors,
vestibules, or other public parts of the Building.

4.   The sinks and toilets and other plumbing fixtures in the Building shall
not be used for any purpose other than those for which they were constructed,
and no sweepings, rubbish, rags, or other substances (including, without
limitation, coffee grounds) shall be thrown therein. All damages, resulting
from misuse of the fixtures, shall be borne by the tenant who, or whose
employees, agents, guests, invitees, or licensees, shall have caused the same.

5.   No tenant shall bring or keep, or permit to be brought or kept, any
inflammable, combustible, or explosive fluid, material, chemical, or
substance in or about its premises.

6.   No tenant shall mark, paint, drill into, or in any way deface any part
of the Building or its premises. No boring, cutting, or stringing of wires
shall be permitted.

7.   No cooking shall be done or permitted in the Building by any office
tenant. No tenant shall cause or permit any unusual of objectionable odors to
emanate from its premises.

8.   Neither the whole nor any part of the premises of any tenant shall be
used for manufacturing, for the storage of merchandise, or for the sale or
auction of merchandise, goods, or property.

9.   No tenant shall make, or permit to be made, any unseemly or disturbing
noises or disturb or interfere with other tenants or occupants of the
Building or neighboring buildings whether by the use of any musical
instrument, radio, television, or other audio device, unmusical noise,
whistling, singing, or in any other way. Nothing shall be thrown out any
door, window, or skylight or down any passageway.

10.  No additional lock or bolt of any kind shall be placed upon any door, or
window in the premises of any tenant, nor shall any change be made in locks
or the mechanism thereof. Each tenant must, upon the termination of its
tenancy, restore to Landlord all keys to offices and toilet rooms either
furnished to, or otherwise procured by, such tenant; and in the event of the
loss of any keys, such tenant shall pay Landlord the reasonable cost of
replacement keys.

11.  The normal hours of operation of the Building shall be 8:00 a.m. to 6:00
p.m., Monday through Friday, with HVAC service provided to the Building
during the hours of 8:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00
a.m. to 1:00 p.m., Saturday; customary legal holidays excluded. Tenants shall
have access to the Building 24 hours per day, 365 days per year.

12.  No tenant shall use or occupy, or permit any portion of its premises to
be used or occupied, as an employment bureau, or pay any employees in the
Building, except those actually working for such tenant in the Building, nor
advertise for laborers, giving the address of the Building.


<PAGE>


13.  Landlord shall have the right to prohibit any advertising by any tenant
which, in Landlord's opinion, tends to impair the reputation of the Building
or its desirability as a location for offices; and upon notice from Landlord,
such tenant shall refrain from or discontinue such advertising.

14.  Landlord reserves the right to control and operate the public portions
of the Building and the public facilities, as well as facilities furnished
for the common use of the tenants, in such manner as it deems best for the
benefit of the tenants.

15.  Each tenant, before closing and leaving its premises at any time, shall
see that all entrance doors are locked and that all electrical appliances are
turned off.

16.  No premises shall be used, or permitted to be used, for lodging or
sleeping or for any immoral or illegal purpose.

17.  The requirements of tenants will be attended to only upon application at
the office of Landlord or Landlord's Property Manager. Building employees or
employees of Landlord's Property Manager shall not be required to perform,
and shall not be requested by any tenant to perform, any work outside of
their regular duties, unless under specific instructions from the office of
Landlord or Landlord's Property Manager.

18.  Canvassing, soliciting, and peddling in the Building are prohibited, and
each tenant shall cooperate in seeking their prevention.

19.  There shall not be used in the Building either by tenants or by their
agents or contractors, in the delivery or receipt of merchandise, freight of
other matter, any hand trucks or other means of conveyance, except those
equipped with rubber tires, rubber side guards, and such other safeguards as
Landlord may require.

20.  No animals of any kind except working dogs shall be brought into or kept
about the Building by tenants.

21.  No tenant shall place, or permit to be placed, on any part of the floor
or floors of its premises a load exceeding the floor load per square foot
which such floor was designed to carry and which is allowed by law.

22.  No vending machines shall be permitted to be placed or installed in any
part of the Building by any tenant. Landlord reserves the right to place or
install vending machines in any of the common areas of the Building.

23.  No plumbing or electrical fixtures shall be installed by tenants without
the prior written consent of Landlord.

24.  Bicycles, motorcycles, or any other types of vehicles shall not be
brought into the lobby or elevators of the Building or into the premises of
any tenant.

25.  Tenant will refer all contractors, contractor's representatives, and
installation technicians, rendering any services on or to the premises for
any tenant, to Landlord for Landlord's approval and supervision before
performance on any contractual service. This provision shall apply to all
work performed in the Building, including installation of telephones,
telegraph equipment, electrical devices and attachments, and any installation
of any nature affecting floors, walls, woodwork, trim, windows, ceilings,
equipment, or any other physical portion of the Building. Such approval, if
given, shall in no way make Landlord a party to any contract between such
tenant and any such contractor, and Landlord shall have no liability therefor.

26.  For the protection of Tenant and Landlord, as their interests may
appear, Tenant hereby agrees at its own expense, to maintain in full force
and effect at all times during the Term of this Lease, policies of insurance,
issued by a responsible carrier or carriers acceptable to Landlord, which
afford the following coverages:

Workmen's Compensation              Statutory.
Employer's Liability                Not less than $100,000


<PAGE>


Comprehensive General Liability Insurance Not less than $1,000,000 including
Blanket Contractual Liability, combined single limit for Broad Form Property
Damage, Personal both bodily injury and Injury, Completed Operations, Products
property damage Liability, Fire Damage

27.  Smoking will be strictly prohibited in the Building's common public
areas, including but not limited to the lobby, hallways, stairwells,
restrooms as well as the front entrance to the Building. This policy applies
to all tenants, employees, clients, contractors and visitors. Tenants shall
only allow smoking within their demised premises pursuant to all applicable
District of Columbia smoking regulations.

28.  Landlord reserves the right, at any time and from time to time, to
rescind, alter, or waive, in whole or in part, or add to any of these Rules
and Regulations when it is deemed necessary, desirable, or proper, in
Landlord's judgment, for its best interest or for the best interests of the
tenants.

29.  Violations of these Rules and Regulations, or any amendments thereof or
additions thereto, may be considered a default of this Lease and shall be
sufficient cause for termination of this Lease at the option of Landlord.

<PAGE>


                                    EXHIBIT A

                                DEMISED PREMISES


<PAGE>


                                    EXHIBIT B

                                   WORKLETTER

Landlord shall, at Landlord's sole cost and expense, build out the premises in
accordance with Tenant's plan, such plan being subject to Landlord's review and
approval. As part of such process, Tenant shall engage the engineers for this
work above shell and Landlord shall pay such cost as part of the build out cost
for the space. Landlord will also demolish the premises at Landlord's sole cost
and expense. Landlord and Tenant acknowledge and agree that in the event
Landlord's cost to build out the premises (including soft costs) is less than
$18.00 per rentable square foot, Landlord shall provide the difference between
the cost and $18.00 per foot to Tenant by either providing a moving allowance in
such amount. It is understood and agreed that Landlord shall perform the
construction in the premises without obtaining a permit therefore and Landlord
shall indemnify and hold Tenant harmless from any loss, cost, damage or expense
resulting from Landlord's failure to obtain a permit for such work.