EXHIBIT 10.10
         DEED OF LEASE

         THIS DEED OF LEASE,  dated this 17 day of June,  1997,  by and  between
 Opus East,  L.L.C.,  a Delaware  limited  liability  company,  ("Landlord") and
 Stanford Telecommunications, Inc., a Delaware corporation ("Tenant").

         WITNESSETH:

         That  Landlord,  in  consideration  of the rents and  mutual  covenants
 hereinafter  set forth,  does hereby  lease,  demise and let unto  Tenant,  and
 Tenant does hereby hire and take from  Landlord the  Premises  (as  hereinafter
 defined)  which  includes  all of the  space  located  in the  office  building
 ("Building") to be constructed on the land located in Loudoun County,  Virginia
 described on Exhibit A attached  hereto and  incorporated  herein by reference.
 The Building will be constructed in accordance with the Work Agreement attached
 hereto  as  Exhibit  B. The land  (including  all  easement  areas  appurtenant
 thereto) upon which the Building is located is  hereinafter  referred to as the
 "Property"; the Property and the Building are collectively hereinafter referred
 to as the "Premises";  and the Premises and all buildings and  improvements and
 personal  property  of  Landlord  used in  connection  with  the  operation  or
 maintenance  thereof located  therein and thereon and the  appurtenant  parking
 facilities are hereinafter called the "Office Complex."

         Tenant  hereby  accepts this Lease and the Premises  upon the covenants
 and  conditions  set forth herein and subject to any  encumbrances,  covenants,
 conditions,  restrictions and other matters of record as of the date hereof and
 all applicable zoning,  municipal,  county, state and federal laws,  ordinances
 and regulations governing and regulating the use of the Premises.

         TO HAVE AND TO HOLD THE SAME,  for a "term" of  approximately  ten (10)
 years  commencing  on the  earlier  to occur  of (i)  Final  Completion  of the
 Building (as defined in Exhibit B), or (ii) use and  occupancy by Tenant of any
 portion of the Building,  but in no event prior to June 1, 1998,  and ending on
 the tenth (10) anniversary of the Commencement  Date,  unless sooner terminated
 in the  manner  provided  hereinafter.  The date on which the term of the Lease
 begins is sometimes hereinafter referred to as the "Commencement Date".

         Following the  Commencement  Date,  Landlord  shall deliver to Tenant a
 Commencement Notice which shall contain the exact Commencement Date, the number
 of square  feet of net  rentable  area  contained  in the  Building,  and other
 reasonably  pertinent  date. If Tenant disputes the square footage as set forth
 in the Commencement Notice,  Tenant shall notify Landlord in writing within ten
 (10) days of Landlord's  delivery of the Commencement  Notice.  If Landlord and
 Tenant are unable to resolve the dispute  within twenty (20) days of Landlord's
 delivery of the  Commencement  Notice,  a measurement  shall be made by a third
 party mutually  acceptable to Landlord and Tenant using the method specified in
 Section 16.31 hereof, and the third party's  determination  shall govern.  Upon
 execution of the Commencement  Notice by Landlord and Tenant,  the Commencement
 Notice shall be conclusive and binding on Landlord and Tenant as to all matters
 set forth therein.

         Notwithstanding  anything to the contrary  contained in this Lease,  in
 the event the Commencement Date has not occurred on or before December 1, 1998,
 the terms of paragraph A(l)(c) of the Work Agreement shall govern.

          ARTICLE I

          BASE RENT

          Section 1.1 Base Rent.  In  consideration  of the  leasing  aforesaid,
 Tenant  agrees to pay to  Landlord,  at 6707  Democracy  Boulevard,  Suite 510,
 Bethesda,  Maryland, 20817 or at such other place as Landlord from time to time
 may  designate in writing,  annual rental based on the number of square feet of
 net  rentable  area  contained  in the  Building  as the  same is  measured  in
 accordance with Section 16.31 below multiplied by $14.75 per square foot of net
 rentable area for the duration of the first Lease Year. During the second Lease
 Year (as hereinafter defined) and each Lease Year thereafter during the term of
 this Lease,  the Base Rent shall be  increased  annually by an amount  equal to
 four percent (4%) of the prior Lease Year's Base Rent.

          The aforesaid amount is sometimes hereinafter referred to as the "Base
 Rent,"  and  shall be  payable  monthly,  in  advance,  in  equal  installments
 commencing on the first day of the term and continuing on the first day of each
 and every month thereafter for the next succeeding months during the balance of
 the  term.  If the term  commences  on a date  other  than the  first  day of a
 calendar  month or ends on a date other than the last day of a calendar  month,
 monthly rent for the first month of the term or the last month of the term,  as
 the case may be, shall be prorated based upon the ratio that the number of days
 in the term within such month bears to the total number of days in such month.

<PAGE>

                                    ARTICLE 2
                                 ADDITIONAL RENT

          Section 2.1  Additional  Rent. In addition to the Base Rent payable by
Tenant under the  provisions  of Article 1 hereof,  Tenant shall pay to Landlord
"Additional Rent" as hereinafter  provided for in this Article 2. All sums under
this Article and all other sums and charges  required to be paid by Tenant under
the  Lease  (except  Base  Rent),  however  denoted,  shall  be  cleaned  to  be
"Additional  Rent."  If any such  amounts  or  charges  are not paid at the time
provided in the Lease, they shall nevertheless be collectible as Additional Rent
with the next installment of Base Rent falling due.

          Section  2.2  Definitions.  For the  purposes  of this  Article 2, the
parties hereto agree upon the following Definitions:

          (a) "Days" or days shall mean business  days in accordance  with local
business and governmental observances, unless otherwise specified herein. "Lease
Year" shall mean each twelve (12) month period commencing with and including the
month during which the term of this Lease  commences,  and ending with the month
during  which the term of this Lease  (including  any  extensions  or  renewals)
terminates.

          (b) "Real Estate  Taxes" shall mean and include all personal  property
 taxes of  Landlord  relating to  Landlord's  personal  property  located in the
 Office  Complex  and used in  connection  with the  operation  and  maintenance
 thereof  (however,  if the equipment is shared  between the Office  Complex and
 other projects,  only the proportionate share of taxes applicable to the Office
 Complex shall be included),  real estate taxes, water rates and charges,  sewer
 rates and  charges,  charges  for public  utilities,  street  lighting,  excise
 levies,   licenses,   permits,   inspection   fees,   installments  of  special
 assessments,  including  interest thereon,  relating to the Property and Office
 Complex, and all other governmental charges, general and special,  ordinary and
 extraordinary,  foreseen  as  well  as  unforeseen,  of  any  kind  and  nature
 whatsoever,  or other tax,  however  described,  which is levied or assessed in
 substitution  for any of the  foregoing by the United  States of America or the
 state in which the  Office  Complex is  located  or any  political  subdivision
 thereof,  against  Landlord  or all or any part of the Of Office  Complex  as a
 result of Landlord's  ownership of the Property or Office Complex,  and payable
 during the  respective  Lease  Year.  It shall not  include any net income tax,
 estate tax, or inheritance tax. Tenant shall be solely responsible for all Real
 Estate Taxes.

          (c) In the event Landlord accepts responsibility for the operation and
 maintenance of the Office Complex pursuant to Section 5.7 of this Lease, Tenant
 shall reimburse Landlord for all Operating Expenses. "Operating Expenses" shall
 mean and include all  expenses  incurred  with respect to the  maintenance  and
 operation  of the  Property  and Office  Complex as  determined  by  Landlord's
 accountant  in  accordance  with  generally  accepted   accounting   principles
 consistently  followed,  including,  but not  limited to,  insurance  premiums,
 maintenance and repair costs, steam,  electricity,  water, sewer, gas and other
 utility charges, fuel, lighting, window washing, janitorial services, trash and
 rubbish  removal,  wages  payable to  employees  of Landlord  whose  duties are
 connected with the operation and maintenance of the Property and Office Complex
 (but only for the  portion  of their  time  allocable  to work  related  to the
 Property and Office Complex), amounts paid to contractors or subcontractors for
 work or services  performed in connection with the operation and maintenance of
 the  Property  and  Office  Complex   including  air  quality   monitoring  and
 remediation  efforts,  all costs of uniforms,  supplies and  materials  used in
 connection  with the  operation  and  maintenance  of the  Property  and Office
 Complex, all payroll taxes,  unemployment insurance costs, vacation allowances,
 and the cost of providing  disability insurance or benefits,  pensions,  profit
 sharing  benefits,  hospitalization,   retirement  or  other  so-called  fringe
 benefits to  employees  below the level of building  manager  (but only for the
 portion of their time  allocable  to work related to the Property and Of Office
 Complex),  and any other  expense  imposed  on  Landlord,  its  contractors  or
 subcontractors,  pursuant  to law or  pursuant  to  any  collective  bargaining
 agreement   covering  such   employees,   all  services,   supplies,   repairs,
 replacements  or other expenses for  maintaining and operating the Property and
 Office Complex,  reasonable attorneys' fees and costs in connection with appeal
 or contest of real estate or other taxes or levies,  and such other expenses as
 may be ordinarily  incurred in the operation  and  maintenance  of an of Office
 complex in Loudoun  County and not  specifically  set forth  herein,  including
 reasonable  management  fees. The term "Operating  Expenses" shall also include
 capital  improvements  to the Office  Complex,  and  replacements  required for
 normal  maintenance and repair, and expenses incurred by Landlord in connection
 with  sidewalks  adjacent to the Property  and any  pedestrian  walkway  system
 (either above or below ground) or other public facility  required by applicable
 law to which  Landlord or the Of Office Complex is from time to time subject in
 connection with operations of the Property and Office Complex.  Tenant shall be
 solely responsible for all Operating Expenses.

          "Operating  Expenses"  shall not include Real Estate  Taxes,  repairs,
 restoration  or other  work  occasioned  by fire,  windstorm  or other  insured
 casualty,  or occasioned by condemnation;  leasing commissions;  legal expenses
 incident to  enforcement  by Landlord of the terms of any existing or potential
 lease;  interest or principal payments on any mortgage or

<PAGE>

other  indebtedness  of Landlord;  payment under any ground lease;  compensation
paid to any employee of Landlord at or above the grade of building manager;  any
depreciation  allowance or expense;  capital expenditures required by Landlord's
failure to comply with Legal  Requirements  (as defined in the Work  Agreement);
overtime  expenses to Landlord due to Landlord's  defaults  hereunder;  any cost
representing  an amount  paid for first class  services  and/or  materials  to a
related  person,  firm,  or entity to the extent such amount  exceeds the amount
that would be paid for such first class  services  and/or  materials at the then
existing  market rates to an unrelated  person,  firm or entity;  costs directly
resulting  from the gross  negligence or misconduct of Landlord,  its employees,
agents or contractors; costs or fees relating to the defense of Landlord's title
or interest in the Property; costs and expenses incurred by Landlord in forming,
operating or maintaining the ownership  entity for the Premises  including legal
fees incurred in connection therewith; or costs or expenses incurred by Landlord
in financing, refinancing, pledging, selling, granting or otherwise transferring
or encumbering ownership rights in the Premises.  Any costs incurred by Landlord
in connection with its construction  guaranty  referenced in the Work Agreement,
or in connection  with repairing any latent  defects  discovered in the Building
during the first  twelve (12)  months of the term  shall also be  excluded  from
"Operating Expenses".  All items contracted for and paid directly by Tenant that
would  otherwise  be  included  within  the term,  Operating  Expenses  shall be
excluded from such definition.  In no event shall the Operating  Expenses billed
to Tenant exceed one hundred  percent ( 100%) of the costs  incurred by Landlord
for same.

          Notwithstanding the foregoing provisions of this Section 2.2, prior to
 or on the Commencement Date, Tenant shall secure all utilities for the Premises
 in  Tenant's  name and for  Tenant's  account.  During the term of this  Lease,
 Tenant will pay, when due, all charges of every nature, kind or description for
 such  utilities  furnished to the Premises or chargeable  against the Premises,
 including  all  charges  for  water,   sewage,   heat,  gas,  light,   garbage,
 electricity,  telephone,  steam,  power,  or other  public or  private  utility
 services.  Prior to the Commencement  Date, Tenant shall reimburse Landlord for
 all  utilities or services at the Premises  used  directly and  exclusively  by
 Tenant or its agents, employees or contractors.

          In the event that any charge or fee is required after the Commencement
 Date by the  state  in  which  the  Premises  are  located,  or by any  agency,
 subdivision,  or instrumentality  thereof, or by any utility company furnishing
 services or utilities to the Premises,  as a condition  precedent to furnishing
 or continuing to furnish utilities or services to the Premises,  such charge or
 fee shall be deemed to be a utility charge payable by Tenant. The provisions of
 this Section 2.2 shall include,  but not be limited to, any charges or fees for
 present or future water or sewer  capacity to serve the  Premises,  any charges
 for the underground  installation  of gas or other  utilities or services,  and
 other  charges  relating  to the  extension  of or  change  in  the  facilities
 necessary to provide the Premises with  adequate  utility  services,  but shall
 specifically  exclude any charges levied to satisfy proffered conditions as set
 forth in the proffers  applicable to the Office  Complex dated August 10, 1988,
 and the Summary  dated  November,  1994,  copies of which have been provided to
 Tenant.  In the event that  Landlord  has paid any such charge or fee after the
 date hereof, Tenant shall reimburse Landlord for such utility charge.

          Section 2.3 Applicability of Certain Sections.  The following Sections
 2.4 through and including Section 2.9 of this Lease shall only be applicable to
 those periods of time during which Landlord is responsible  for the maintenance
 and  operation  of the Office  Complex  pursuant  to the teens of  Section  5.7
 hereof.

          Section 2.4  Estimated  Operating  Expenses  for  Initial  Lease Year.
 Intentionally Deleted.

          Section 2.5  Estimated  Expenses.  Landlord  shall  estimate the total
 amount of Operating  Expenses  for the coming  twelve (12) month  period.  Said
 estimate  shall be in writing and shall be delivered or mailed to Tenant at the
 Premises after delivery of the Assumption Certificate referenced in Section 5.7
 below.

          Section 2.6 Payment of Additional Rent Tenant shall pay, as Additional
 Rent,  Operating  Expenses,  so estimated,  in equal monthly  installments,  in
 advance,  on the first day of each month  during  each  applicable  twelve (12)
 month period ("Cycle"). If for any reason Landlord has not provided Tenant with
 Landlord's  estimate of Operating  Expenses  prior to the  commencement  of any
 Cycle,  then Tenant shall continue to pay in accordance  with the prior Cycle's
 estimate until it receives Landlord's estimate of same. Within thirty (30) days
 of receipt of the Operating Expense estimate,  Tenant shall pay to Landlord all
 amounts due for the then current Cycle, and during the remainder of such Cycle,
 Tenant  shall  pay to  Landlord  an amount  equal to  one-twelfth  (1/12th)  of
 Tenant's Expenses as noted on Landlord's estimate.

          Section  2.7  Re-estimates  of Taxes and  Expenses.  From time to time
 during any applicable Cycle, but not more than one (1) time per Cycle, Landlord
 may  re-estimate the amount of Operating  Expenses,  and in such event Landlord
 shall notify Tenant,  in writing,  of such  re-estimate in the manner above set
 forth and fix monthly installments for the then remaining

<PAGE>

 balance of such Cycle in an amount  sufficient to pay the  re-estimated  amount
 over the balance of such Cycle after giving  credit for payments made by Tenant
 on the previous estimate.

          Section 2.8  Adjustment of Actual  Expenses.  Upon  completion of each
 Cycle,  Landlord shall cause its  accountants to determine the actual amount of
 Operating  Expenses for such Cycle and deliver a written  certification  of the
 amounts  thereof to Tenant within ninety (90) days after the end of each Cycle.
 If Tenant  has paid less than the  actual  Operating  Expenses  for any  Cycle,
 Tenant shall pay such deficiency  within thirty (30) days after receipt of such
 statement.  If Tenant has paid more than the actual Operating  Expenses for any
 Cycle,  Landlord shall, at Tenant's option,  either (a) refund such excess,  or
 (b)  credit  such  excess  against  the most  current  monthly  installment  or
 installments  due Landlord for its estimate of Operating  Expenses for the next
 following Cycle. If Tenant's  overpayment is greater than the equivalent of one
 month of  Operating  Expenses,  Landlord  shall  refund  the  excess  to Tenant
 together with interest thereon at the Default Rate. A pro rata adjustment shall
 be made for a fractional  Cycle occurring  during the term of this Lease or any
 renewal or extension  thereof based upon the number of days of the term of this
 Lease during said Cycle as compared to three hundred  sixty-five (365) days and
 all additional  sums payable by Tenant or credits due Tenant as a result of the
 provisions of this Article 2 shall be adjusted accordingly.

          Section  2.9  Tenant  Audit  Rights.  Tenant  shall  have the right to
examine and audit Landlord's annual statement of Operating Expenses as presented
in  Landlord's   statement.   Tenant  shall  commence  its  examination  and  if
applicable,  its audit within  forty-five  (45) days after receipt of the annual
statement, shall perform its examination and audit with diligence and continuity
and shall  complete its  examination  and audit within one hundred  twenty (120)
days after receipt of the annual statement. The cost of any such examination and
audit shall be paid by Tenant,  except that, if it is determined on the basis of
such audit (or if, in accordance with the following provisions,  it is otherwise
ultimately  determined)  that the amount of Tenant's  obligations  for Operating
Expanses for any calendar  year was  overstated by more than three percent (3%),
then the reasonable cost of the audit shall be paid by Landlord.  Landlord shall
refund to Tenant any overpayment for the calendar year in question within thirty
(30) days after the amount of the overpayment has been  established by the audit
or as  provided in this  subsection.  If Tenant  fails to exercise  its right of
audit within the forty-five (45) day period, the amount of Tenant's  obligations
for Operating Expenses shall be conclusively established as the amount set forth
in the annual  statement  delivered by Landlord to Tenant.  If, however,  Tenant
timely  exercises  its right of audit,  the amount of Tenant's  obligations  for
Operating Expenses shall be conclusively established as the amount determined as
a result of such audit unless,  within sixty (60) days after receipt of a report
of the same from the independent auditors selected by Tenant,  Landlord,  at its
expense,  shall  contest  the amount  thereof,  in which event  Tenant  shall be
entitled  to pursue  any legal  remedies  it may have to finally  ascertain  the
amount thereof and, if appropriate, a refund on account thereof.

          Section  2.10  Taxes  and  Other  Additional  Rent.  Beginning  on the
 Commencement Date and continuing throughout the Term of the Lease, Tenant shall
 be  responsible  for all Real Estate  Taxes.  Tenant  shall pay all amounts due
 within thirty (30) days of receipt of written request and an invoice  therefor,
 including a copy of the tax bill.  If by law any special  assessment is payable
 (without default) in installments  (whether or not interest shall accrue on the
 unpaid balance of such special assessment),  and if Landlord elects to pay same
 in  installments,  Tenant  shall pay all amounts due in  connection  therewith,
 together with any interest accrued,  in installments within thirty (30) days of
 receipt of Landlord's  written request and invoice therefor.  Landlord shall be
 responsible for all  installments of special  assessments  (including  interest
 accrued on the unpaid balance) which are payable prior to the Commencement Date
 and after the termination date of the term of this Lease.

          Further, Tenant shall pay, also as Additional Rent, all other sums and
 charges  required to be paid by Tenant under this Lease,  and any tax or excise
 on rents, gross receipts tax, or other tax, however described,  which is levied
 or  assessed  by the United  States of America or the state in which the Office
 Complex is located or any political  subdivision  thereof,  against Landlord in
 respect to the Base Rent, Additional Rent, or other charges reserved under this
 Lease or as a result  of  Landlord's  receipt  of such  rents or other  charges
 accruing under this Lease but only to the extent such levy, tax,  assessment or
 charge  on rent  shall  be  expressly  in lieu  of or in  substitution  for any
 existing Real Estate Taxes; provided,  however, Tenant shall have no obligation
 to pay net income taxes of Landlord.

          Section 2.11 Tenant's Right to Contest Real Estate Taxes. Tenant shall
 have the right at its own expense to contest the amount or validity in whole or
 in  part,  of any  Real  Estate  Taxes by  appropriate  proceedings  diligently
 conducted  in good faith,  but only after  payment of such Real  Estate  Taxes,
 unless such payment, or a payment thereof under protest, would operate as a bar
 to such contest or interfere  materially with the prosecution thereof, in which
 event,  notwithstanding  the  provisions  of Article 2, Tenant may  postpone or
 defer  payment of such Real Estate  Taxes if (a) neither the  Premises  nor any
 portion  thereof  would,  by reason of such  postponement  or deferment,  be in
 danger of being  forfeited or lost,  and (b) Tenant shall have  deposited  with
 Landlord  cash or a letter of credit  payable to Landlord  issued by a national
 bank or

<PAGE>

 federal savings and loan  association in the amount of the Real Estate Taxes so
 contested and unpaid. If, during the continuance of such proceedings,  Landlord
 shall, from time to time,  reasonably deem the amount deposited,  as aforesaid,
 insufficient,  Tenant shall, upon demand of Landlord,  make additional deposits
 of such additional sums of money or such additional  certificates of deposit as
 Landlord may reasonably request. Upon failure of Tenant to make such additional
 deposits  within  thirty (30) days,  the amount  theretofore  deposited  may be
 applied by Landlord to the payment,  removal and  discharge of such Real Estate
 Taxes, and the interest,  fines and penalties in connection therewith,  and any
 reasonable  costs,  fees  (including  reasonable  attorney's  fees)  and  other
 liability (including costs incurred by Landlord, but excluding consequential or
 punitive damages) accruing in any such proceedings. Upon the termination of any
 such proceedings, Tenant shall pay the amount of such Real Estate Taxes or part
 thereof,  if any, as finally  determined  in such  proceedings,  the payment of
 which  may have been  deferred  during  the  prosecution  of such  proceedings,
 together with any  reasonable  costs,  fees  (including  reasonable  attorney's
 fees), interest,  penalties, fines and other liability in connection therewith,
 and upon such payment Landlord shall return all amounts  deposited with it with
 respect to the  contest of such Real Estate  Taxes,  as  aforesaid,  or, at the
 written direction of Tenant,  Landlord shall make such payment out of the funds
 on deposit with Landlord and the balance, if any, shall be resumed to Tenant.

          Tenant  shall be  entitled  to the  refund of any Real  Estate  Taxes,
 penalty,  fine and interest thereon received by Landlord which has been paid by
 Tenant or which  has been paid by  Landlord  but for  which  Landlord  has been
 previously  reimbursed in full by Tenant,  such amount to be paid within thirty
 (30) days of receipt by Landlord. Landlord shall not be required to join in any
 proceedings  referred to in this Section 2.11 unless the provisions of any law,
 rule or regulation at the time in effect shall require that such proceedings be
 brought by or in the name of Landlord,  in which event  Landlord  shall join in
 such  proceedings  or permit  the same to be brought  in  Landlord's  name upon
 compliance  with such conditions as Landlord may reasonably  require.  Landlord
 shall not  ultimately  be subject to any liability for the payment of any fees,
 including   attorney's  fees,  costs  and  expenses  in  connection  with  such
 proceedings.   Tenant  agrees  to  pay  all  such  fees  (including  reasonable
 attorney's fees),  costs and expenses or, on demand,  to make  reimbursement to
 Landlord for such  payment.  During the time when any such amount is on deposit
 with  Landlord,  and prior to the time when the same is  returned  to Tenant or
 applied  against the payment,  removal or discharge  of Real Estate  Taxes,  as
 above provided,  Tenant shall be entitled to receive all interest paid thereon,
 if any.  Landlord agrees to cooperate with Tenant's  efforts in connection with
 this Section 2.11, at no cost or expense to Landlord.

          Section  2.12  Landlord's  Right to  Contest  Real  Estate  Taxes.  In
addition  to the right of Tenant  under  Section  2.11 to contest  the amount or
validity of Real  Estate  Taxes,  Landlord  shall also have the right to contest
same; provided however,  Landlord shall first give Tenant written notice of such
intention  and Tenant  shall have twenty  (20) days from the date of  Landlord's
notice within which to give Landlord written notice that Tenant will contest the
Real Estate Taxes, and to thereafter  diligently pursue same. Landlord shall not
be  obligated  to contest Real Estate  Taxes,  and any such contest  shall be by
appropriate  proceedings  conducted  in the name of  Landlord  or in the name of
Landlord and Tenant.  If Landlord  elects to contest the amount or validity,  in
whole or in part, of any Real Estate Taxes,  such contests by Landlord  shall be
at Landlord's expense, provided,  however, that if the amounts payable by Tenant
for Real Estate Taxes are reduced (or if a proposed  increase in such amounts is
avoided or reduced) by reason of Landlord's contest of Real Estate Taxes, Tenant
shall  reimburse  Landlord  for costs  incurred by Landlord in  contesting  Real
Estate Taxes, but such reimbursements shall not be in excess of the amount saved
by Tenant by reason of Landlord's  actions in contesting such Real Estate Taxes.
If Real  Estate  Taxes  are  retroactively  increased  following  a  contest  by
Landlord, Tenant shall not be responsible for such incremental increase.

          Section 2.13 Evidence of Payment. Landlord covenants to furnish Tenant
 written  evidence of the payment of any Real Estate Taxes (i.e. paid tax bills)
 for which Tenant has already paid Landlord.

          Section 2.14 Escrow for Taxes and Assessments.  At Landlord's  written
 demand  after any Event of Default  and for as long as such Event of Default is
 uncured,  Tenant  shall pay to Landlord  the known  yearly  Real  Estate  Taxes
 assessments  and other  impositions  payable  with  respect to the Property and
 Office  Complex in monthly  payments  equal to  one-twelfth of the known yearly
 Real Estate Taxes,  assessments and other impositions next payable with respect
 to the Property  and Office  Complex.  If the total  monthly  payments  made by
 Tenant  pursuant  to this  Section  2.14 shall  exceed  the amount of  payments
 necessary  for said  Real  Estate  Taxes,  such  excess  shall be  credited  on
 subsequent monthly payments of the same nature or, at Tenant's option, promptly
 refunded,  but if the  total  of  such  monthly  payments  so made  under  this
 paragraph  shall be  insufficient  to pay such Real Estate Taxes when due, then
 Tenant  shall pay to Landlord  such amount as may be  necessary  to make up the
 deficiency.  Payment by Tenant of Real Estate Taxes under this section shall be
 considered as  performance of such  obligation  under the provisions of Section
 2.14 hereof.

<PAGE>

                                    ARTICLE 3
                            BASE AND ADDITIONAL RENT

          Section  3.1  Interest  and  Late  Fee on Past  Due  Obligations.  Any
 installment  of Base  Rent,  Additional  Rent,  or other  charges to be paid by
 Tenant  accruing  under the  provisions  of this Lease  which shall not be paid
 within  ten (10) days of the date when due,  shall  bear  interest  at the rate
 ("Default Rate") of fifteen percent (15%) per annum from the date when the same
 is due  until the same  shall be paid,  but if such rate  exceeds  the  maximum
 interest rate  permitted by law, such rate shall be reduced to the highest rate
 allowed by law under the circumstances.  In addition,  any installments of Base
 Rent or  Additional  Rent or any other  charges  payable  by  Tenant  under the
 provisions  hereof which shall not be paid when due and which remain unpaid ten
 (10) days  thereafter  shall be subject to a late  payment fee of five  percent
 (5%) of the unpaid amount.

          Section 3.2 Rent Independent.  Except as otherwise expressly set forth
 herein,  Tenant's  covenants to pay the Base Rent and the  Additional  Rent are
 independent of any other  covenant,  condition,  provision or agreement  herein
 contained, and nothing herein contained shall be deemed to suspend or delay the
 payment of any amount of money or charge at the time the same  becomes  due and
 payable  hereunder,  or limit  any  other  remedy  of  Landlord.  Base Rent and
 Additional  Rent are sometimes  collectively  referred to as "Rent."  Except as
 otherwise  expressly  set forth in this  Lease,  Rent shall be payable  without
 deduction,  offset,  prior  notice or  demand,  in lawful  money of the  United
 States.

          Section 3.3 Security Deposit. Intentionally Deleted.

                                    ARTICLE 4
                             POSSESSION OF PREMISES

          Section 4.1 Delayed or Earlier Possession. If Landlord shall be unable
 to give possession of the Premises on the date of the  commencement of the term
 because the construction of the Building has not been sufficiently completed to
 make the Premises  ready for occupancy or for any other reason,  Landlord shall
 not be subject to any claims,  damages or  liabilities  for the failure to give
 possession on said date except as set forth in the Work  Agreement.  Under said
 circumstances,  the rent  reserved and Tenant's  covenant to pay same shall not
 commence  until  possession  of the Premises is given or the Premises are ready
 for occupancy,  whichever is earlier. Failure to give possession on the date of
 commencement  of the term shall in no way affect the  validity of this Lease or
 the obligations of Tenant hereunder, nor shall the same be construed in any way
 to  extend  the  expiration  date of the term.  If Tenant is given and  accepts
 possession of the Premises or a portion thereof on a date earlier than the date
 above  specified for  commencement of the term the rent reserved herein and all
 covenants,  agreements and obligations  herein and the term of this Lease shall
 commence on the date that possession is given to Tenant.

          Section 4.2 Effect of Possession. Intentionally Deleted.

          Section 4.3 Permitted  Use. The Premises shall be occupied and used by
 Tenant for general of Office purposes, including, but not limited to, research,
 development and testing of communications  equipment, and for no other purpose,
 subject to the covenants and agreements hereinafter contained. Tenant shall not
 use or permit the Premises to be used for any other  purpose  without the prior
 written consent of Landlord.

          Section 4.4 Tenant's  Compliance With Environmental Laws. Tenant shall
 at all times and in all respects comply with all federal, state and local laws,
 ordinances  and  regulations  ("Hazardous  Materials  Laws")  relating  to  the
 industrial hygiene,  environmental protection or the use, analysis, generation,
 manufacture,   storage,  presence,  disposal  or  transportation  of  any  oil,
 petroleum  products,   flammable  explosives,   asbestos,   urea  formaldehyde,
 polychlorinated biphenyls,  radioactive materials or waste, or other hazardous,
 toxic,  contaminated or polluting  materials,  substances or wastes,  including
 without limitation any "hazardous  substances,"  "hazardous wastes," "hazardous
 materials" or "toxic substances" under any such laws, ordinances or regulations
 (collectively,  "Hazardous Materials"). The foregoing shall not be construed to
 prohibit  Tenant from  storing and using  reasonable  quantities  of  customary
 office and cleaning  supplies in the Building as  contemplated by the permitted
 use contained in Section 4.3 above.

         Tenant shall at its own expense procure,  maintain in effect and comply
 with all conditions of any and all permits, licenses and other governmental and
 regulatory  approvals  required  for  Tenant's  use of the  Premises and Office
 Complex including,  without  limitation,  discharge of (appropriately  treated)
 materials  or waste into or through  any  sanitary  sewer  system  serving  the
 Premises and Office  Complex.  Except as discharged  into the sanitary sewer in
 strict accordance 1and conformity with all applicable Hazardous Materials Laws,
 Tenant  shall  cause any and all  Hazardous  Materials  to be removed  from the
 Premises and Office Complex and transported  solely by duly licensed haulers to
 duly licensed  facilities for final  disposal of such  Hazardous  Materials and
 wastes.  Tenant shall in all respects,  handle, treat, deal with and manage

<PAGE>

 any and all Hazardous  Materials in, on, under or about the Premises and Office
 Complex in complete conformity with all applicable Hazardous Materials Laws and
 prudent  industry   practices   regarding  the  management  of  such  Hazardous
 Materials.  All  reporting  obligations  to the extent  imposed  upon Tenant by
 Hazardous  Materials  Laws  are  solely  the  responsibility  of  Tenant.  Upon
 expiration  or  earlier  termination  of this  Lease,  Tenant  shall  cause all
 Hazardous  Materials  (except  to  the  extent  such  Hazardous  Materials  are
 generated,  stored,  released  or  disposed of during the term of this Lease by
 Landlord) to be removed from the Premises and Of Office Complex and transported
 for  use,  storage  or  disposal  in  accordance  and in  compliance  with  all
 applicable  Hazardous Materials Laws. Tenant shall not take any remedial action
 in response to the presence of any  Hazardous  Materials in, on, about or under
 the Premises,  the Building, the Office Complex or the Property, nor enter into
 any settlement agreement, consent, decree or other compromise in respect to any
 claims relating to any way connected with the foregoing without first notifying
 Landlord  of  Tenant's   intention  to  do  so  and  affording  Landlord  ample
 opportunity to appear,  intervene or otherwise appropriately assert and protect
 Landlord's  interest with respect thereto.  In addition,  at Landlord's written
 request,  at the expiration of the term of this Lease or within sixty (60) days
 following the date of such request, whichever is later, Tenant shall remove all
 tanks or fixtures  which were placed on the Premises and Office  Complex during
 the term of this Lease and which contain,  or are contaminated with,  Hazardous
 Materials.  Tenant  shall  immediately  notify  Landlord  in writing  of(a) any
 enforcement,  clean-up,  removal or other  governmental  or  regulatory  action
 instituted,  completed or threatened  pursuant to any Hazardous Materials Laws;
 (b) any  claim  made or  threatened  by any  person  against  Landlord,  or the
 Premises  or  the  Office  Complex,  relating  to  damage,  contribution,  cost
 recovery, compensation, loss or injury resulting from or claimed to result from
 any Hazardous  Materials;  and (c) any reports made to any environmental agency
 arising out of or in connection  with any  Hazardous  Materials in, on or about
 the  Premises  or the Of  Office  Complex,  or with  respect  to any  Hazardous
 Materials  removed  from the  Premises or the Office  Complex,  including,  any
 complaints,  notices,  warnings,  reports or asserted  violations in connection
 therewith.  Tenant shall also provide to Landlord, as promptly as possible, and
 in any event within five (5) business days after Tenant first receives or sends
 the same,  copies of all  claims,  reports,  complaints,  notices,  warnings or
 asserted violations relating in any way to the Hazardous Materials in or on the
 Of Office  Complex or  Premises.  Upon  written  request of Landlord (to enable
 Landlord  to defend  itself from any claim or charge  related to any  Hazardous
 Materials Law),  Tenant shall promptly deliver to Landlord notices of hazardous
 waste manifests  reflecting the legal and proper disposal of all such Hazardous
 Materials  removed or to be removed  from the Premises or Office  Complex.  All
 such manifests shall list the Tenant or its agent as a responsible party and in
 no way shall  attribute  responsibility  for any such  Hazardous  Materials  to
 Landlord.  Section 4.5 Landlord's  Compliance with Environmental Laws. Landlord
 covenants not to bring onto the Office Complex or into the Building,  or common
 areas, any Hazardous Materials, as that term is defined herein. Notwithstanding
 the foregoing,  Tenant  recognizes and acknowledges that Landlord or its agents
 may use and store within the Building reasonable quantities of customary office
 and cleaning supplies;  provided such items are stored, used and disposed of in
 accordance with applicable federal, state or local law.

                                    ARTICLE 5
                            SERVICES AND MAINTENANCE

          Section 5.1 Property  Management  Services.  The party responsible for
 the  maintenance  and operation of the Building and Office Complex  pursuant to
 Section 5.7 hereof shall provide the following  services on all days  excepting
 Saturdays, Sundays, holidays, and as otherwise stated in this Section 5.1:

          (a) Janitorial Service. Janitorial and CHAR services for the Building.

          (b) Parking  Facilities  and  Landscaped  Areas.  Maintenance  in good
 order,  condition  and  repair  and  appropriate  illumination  of the  parking
 facilities and all driveways leading thereto and keeping the same free from any
 unreasonable  accumulation  of snow.  Maintenance  of the  landscaped  area and
 parking facilities in a neat, safe and orderly condition.

          (c) Heating and Air  Conditioning.  Heating  and air  conditioning  in
 amounts  and  ranges  required  by  Tenant's  Plans  (as  defined  in the  Work
 Agreement)  during  regular  business  hours as the same are set by Tenant from
 time to time.  If Landlord is serving as property  manager  pursuant to Section
 5.7, then (i) except in the case of an emergency,  Landlord will give Tenant at
 least five (5) business days prior notice if Landlord  intends to interrupt any
 of the services required to be furnished by Landlord,  and (ii) provided Tenant
 gives  Landlord  notice of its need for  overtime  HVAC service  during  normal
 business  hours,  Landlord  shall provide such service and Tenant shall only be
 responsible for the actual utility costs relating to such overtime service.

          Section 5.2 Tenant's Utility Services.  During the term of this Lease,
 Tenant will pay, when due, all charges of every nature, kind or description for
 utilities  furnished to the Premises  including all charges for water,  sewage,
 heat, gas, light,  garbage,  electricity,  telephone,  power or other public or
 private utility services.  Prior to the Commencement Date, Tenant shall pay for
 all

<PAGE>

 utilities or services at the Premises  directly and exclusively  used by Tenant
 or its agents, employees or contractors.

          Section  5.3 Other  Provisions  Relating to  Services.  If Landlord is
 serving as property  manager  pursuant  to Section  5.7  hereof,  (i) except as
 specifically  provided in this  Section 5.3, no  interruption  in, or temporary
 stoppage  of,  any of the  aforesaid  services  caused  by  repairs,  renewals,
 improvements,  alterations,  strikes,  lockouts, labor controversy,  accidents,
 inability  to obtain fuel or  supplies,  or other  Unavoidable  Delays shall be
 deemed an eviction or  disturbance  of Tenant's use and  possession,  or render
 Landlord  liable for  damages,  by  abatement  of rent or  otherwise or relieve
 Tenant from any obligation herein set forth; (ii) in no event shall Landlord be
 required  to provide  any service in excess of that  permitted  by  involuntary
 guidelines or laws, ordinances or regulations of governmental authority;  (iii)
 Landlord  shall  have the  right,  from time to time,  to make  reasonable  and
 non-discriminatory  modifications  to the  standards for utilities and services
 set forth in this  Article 5 upon  providing  not less than  thirty  (30) days'
 notice to Tenant;  and (iv) if utility services to the Premises are interrupted
 for more than five (5)  consecutive  business  days for any  reason  other than
 Unavoidable  Delay and, as a result  thereof,  Tenant  ceases  operating at the
 Premises,  Rent  shall  abate on a daily  basis  beginning  on the sixth  (6th)
 consecutive business day and continuing until services are restored.

          Section  5.4  Effects on  Utilities.  Tenant  shall not  connect  with
 electric current or water pipes,  except through  existing  electrical or water
 outlets  already in the  Premises,  any apparatus or device for the purposes of
 using electric current or water.

          Section 5.5 Park Dues.  Tenant  acknowledges that the Property is part
 of a larger  development  and that  certain dues or  assessments  are owed on a
 regular  periodic  basis for  additional  services or  maintenance  pursuant to
 covenants, conditions and restrictions of record. Tenant will pay all such dues
 attributable to the Property as Additional Rent, or directly, if possible.

          Section 5.6 Maintenance. Intentionally Deleted.

          Section 5.7 Property Manager. Notwithstanding anything to the contrary
 contained  herein,  Tenant shall be  responsible  for all  property  management
 functions  referenced in this Lease or otherwise  required to keep and maintain
 the  Building  and Office  Complex in good order and repair  consistent  with a
 first  class  office  building in Loudoun  County,  Virginia.  The  maintenance
 responsibilities  contained  in  Article  9 of this  Lease  shall not be deemed
 "property  management"  functions,  and  Landlord  and  Tenant  shall  each  be
 responsible  for their  respective  obligations  as set  forth in such  Article
 without regard to which party is serving as the property manager.

          At any time  during  the  Term,  Tenant  may,  by  written  notice  to
 Landlord,  request that Landlord assume all such property management functions.
 If Landlord  desires to assume the role of  property  manager,  Landlord  shall
 respond  affirmatively in writing to Tenant within firemen (15) days of receipt
 of Tenant's  written request,  whereupon  Landlord shall execute and deliver to
 Tenant an Assumption of Property Management Services  Certificate  ("Assumption
 Certificate") prepared by Landlord in form and content reasonably  satisfactory
 to Tenant.  Such assumption  shall be effective as of the date specified in the
 Assumption  Certificate,  and shall  continue in effect for twelve (12) months,
 unless a longer period is agreed to by Landlord and Tenant. Notwithstanding the
 foregoing, Landlord's obligation to provide the services and perform the duties
 of the property  manager shall be subject to Tenant's payment for same pursuant
 to Article 2 hereof.

                                    ARTICLE 6
                                    INSURANCE

          Section 6.1 Landlord's Casualty Insurance Obligations.  Landlord shall
 keep the Office Complex insured in an amount equivalent to the full replacement
 value thereof (excluding foundation, grading and excavation costs) against:

          (a)  loss or damage by fire; and

          (b) such other risk or risks of a similar or dissimilar  nature as are
 now or may be  customarily  covered with respect to buildings and  improvements
 similar in construction,  general  location,  use,  occupancy and design to the
 Office  Complex,   including,  but  without  limiting  the  generality  of  the
 foregoing,  windstorms, hail, explosion,  vandalism,  malicious mischief, civil
 commotion,  and such other  coverage  as may be deemed  necessary  by  Landlord
 including rental interruption  insurance,  provided such additional coverage is
 obtainable  and provided  such  additional  coverage is such as is  customarily
 carried with respect to buildings  and  improvements  similar in  construction,
 general  location,  use,  occupancy  and  design  to the  Office  Complex.  The
 foregoing insurance shall be on an agreed value basis.

<PAGE>

          These insurance  provisions shall in no way limit or modify any of the
obligations  of Tenant under any provision of this Lease.  Landlord  agrees that
such policy or policies of  insurance  shall  permit  releases of  liability  as
provided  herein and/or waiver of subrogation  clause in favor of Tenant so long
as such  release/waiver is available at a commercially  reasonable rate. Subject
to the  foregoing,  Landlord  waives,  releases and  discharges  Tenant from all
claims or demands  whatsoever  which Landlord may have or acquire arising out of
damage  to or  destruction  of the Of  Office  Complex  or loss  of use  thereof
occasioned by fire or other casualty, which claim or demand may arise because of
the negligence or fault of Tenant, its agents, employees,  customers or business
invitees,  or otherwise,  and Landlord agrees to look to the insurance  coverage
only in the event of such loss.  Notwithstanding the foregoing,  Tenant shall be
obligated  to pay the rental  called for  hereunder in the event of damage to or
destruction  of  the  Premises  or the Of  Office  Complex  if  such  damage  or
destruction  is occasioned by the  negligence or fault of Tenant,  its agents or
employees, such fault to be established by arbitration or a judicial proceeding.

          Section 6.2 Tenant's Casualty Insurance Obligations. Tenant shall keep
 all of its improvements, betterments, machinery, equipment, furniture, fixtures
 and  personal  property  which may be located in,  upon,  or about the Premises
 insured  for the  benefit  of Tenant  (and  naming  Landlord  as an  additional
 insured) in an amount equivalent to the full insurable value thereof against:

          (a)  loss or damage by fire; and

          (b) such other risk or risks of a similar or dissimilar  nature as are
 now, or may in the future be,  customarily  covered  with respect to a tenant's
 machinery,  equipment,  furniture,  fixtures,  personal  property  and business
 located in a building similar in construction, general location, use, occupancy
 and  design  to  the  Office  Complex,  including,  but  without  limiting  the
 generality of the foregoing,  windstorms,  hail, explosions,  vandalism, theft,
 malicious mischief, civil commotion, and such other coverage as Tenant may deem
 appropriate or necessary.

          Tenant agrees that such policy or policies of insurance shall be on an
 agreed value basis,  and shall permit  release of liability as provided  herein
 and/or  waiver  of   subrogation   clause  as  to  Landlord  so  long  as  such
 release/waiver is available at a commercially  reasonable rate.  Subject to the
 foregoing,  Tenant  waives,  releases  and  discharges  Landlord,  its  agents,
 employees,  and contractors from all claims or demands  whatsoever which Tenant
 may have or acquire  arising out of damage to or  destruction of the machinery,
 equipment,  furniture,  fixtures,  personal  property,  and loss of use thereof
 occasioned  by fire or other  casualty,  whether such claim or demand may arise
 because  of the  negligence  or  fault  of  Landlord,  its  agents,  employees,
 contractors or otherwise,  and Tenant agrees to look to the insurance  coverage
 only in the event of such loss.

          Section 6.3  Landlord's  Liability  and Other  Insurance  Obligations.
 Landlord  shall  maintain,  for its benefit and the benefit of Landlord and its
 managing agent general public liability  insurance  against claims for personal
 injury,  death or  property  damage  occurring  upon,  in or about  the  Office
 Complex, such insurance to afford protection to Landlord and its managing agent
 of a combined single limit of One Million and No/100 Dollars ($1,000,000.00) in
 respect to the injury,  death or property damage arising out of any accident or
 occurrence.  In addition,  Landlord shall carry employer's  liability insurance
 with a minimum limit of $500,000 for bodily injury;  excess liability insurance
 over  the  public  and  employer's  liability  insurance  required  above  with
 combined,  minimum coverage of $6,000,000;  worker's compensation  insurance in
 statutory  limits;  and such other insurance  coverage or increased  amounts of
 referenced  coverages or deductibles  as is  customarily  carried in respect of
 comparable buildings in Loudoun County, Virginia. Landlord agrees to include in
 its  general  public  liability  insurance  policy  the  contractual  liability
 coverage insuring Landlord's  indemnification  obligations provided for herein.
 Such  insurance  shall also  afford  coverage  for all claims  based upon acts,
 omissions,  injury or damage,  which claims  occurred or arose (or the onset of
 which occurred or arose) in whole or in part during the policy period.

          At Tenant's request,  Landlord shall furnish Tenant with a certificate
 of  insurance  certifying  that the  insurance  coverage  required  of Landlord
 pursuant to this Article 6 is in effect. Any insurance required by the terms of
 this  Lease to be  carried  by  Landlord  may be  under a  blanket  policy  (or
 policies)  covering the other  properties of the Landlord and/or its related or
 affiliated entities so long as the insurance  requirements set forth herein are
 satisfied.  If such insurance is maintained  under a blanket  policy,  Landlord
 shall  procure and  deliver to Tenant a  statement  from the insurer or general
 agent of the insurer  setting  forth the  coverage  maintained  and the amounts
 thereof allocated to the risks intended to be insured hereunder.

          Section 6.4 Tenant's Liability Insurance Obligations. Tenant shall, at
 Tenant's  sole cost and expense  but for the mutual  benefit of  Landlord,  its
 managing agent and Tenant,  maintain general public liability insurance against
 claims for personal  injury,  death or property  damage  occurring  upon, in or
 about the  Premises,  such  insurance to afford  protection  to  Landlord,  its
 managing agent and Tenant of a combined  single limit of One Million and No/100
 Dollars

<PAGE>

 ($1,000,000.00) in respect to the injury,  death or property damage arising out
 of any accident or occurrence in the Office Complex. In addition,  Tenant shall
 carry  employer's  liability  insurance  with a minimum  limit of $500,000  for
 bodily injury;  worker's compensation insurance in statutory limits; and excess
 liability insurance over the public and employer's liability insurance required
 above with combined,  minimum coverage of 6,000,000. Such policies of insurance
 shall be written in  companies  reasonably  satisfactory  to  Landlord,  naming
 Landlord and its managing agent as additional insureds thereunder (on a primary
 and non-contributing  basis), and such policies, or a memorandum or certificate
 of such  insurance,  shall be delivered to Landlord  with  evidence  reasonably
 satisfactory  to Landlord that the premium  thereon has been paid. At such time
 as  insurance  limits  required of tenants in office  buildings  in the area in
 which the Of Office  Complex  is located  are  generally  increased  to greater
 amounts,  Landlord  shall have the right to require such greater  limits as may
 then be  customary.  Tenant  agrees to include in such  policy the  contractual
 liability coverage insuring Tenant's  indemnification  obligations provided for
 herein.  Any such coverage  shall be deemed  primary to any liability  coverage
 secured by Landlord.  Such insurance  shall also afford coverage for all claims
 based upon acts,  omissions,  injury or damage,  which claims occurred or arose
 (or the onset of which occurred or arose) in whole or in part during the policy
 period.

          Section 6.5  Indemnifications.  Tenant agrees to  indemnify,  protect,
 defend and hold Landlord and  Landlord's  shareholders,  employees,  lender and
 managing  agent   harmless  from  and  against  any  and  all  claims,   costs,
 liabilities,  actions, and damages, including,  without limitation,  attorneys'
 fees and costs on behalf of any person or persons,  firm or firms,  corporation
 or  corporations,  arising  from any breach or default on the part of Tenant in
 the  performance  of any  covenant  or  agreement  on the part of  Tenant to be
 performed,  pursuant  to the terms of this  Lease,  or arising  from any act or
 negligence  on the  part  of  Tenant  or  its  agents,  contractors,  servants,
 employees or licensees,  or arising from any accident,  injury or damage to the
 extent  caused by Tenant,  its agents,  and  employees  to any person,  firm or
 corporation  occurring during the term of this Lease or any renewal thereof, in
 or about the Premises and Office  Complex,  and from and against all reasonable
 costs,  reasonable counsel fees, expenses and liabilities  incurred in or about
 any such claim or action or proceeding brought thereon;  and in case any action
 or proceeding be brought  against  Landlord or its managing  agent by reason of
 any such  claim,  Tenant,  upon notice from  Landlord,  covenants  to resist or
 defend  such  action  or  proceeding  by  counsel  reasonably  satisfactory  to
 Landlord. Tenant's indemnification shall not apply to losses, claims, costs and
 the like  arising  as a result  of the  negligence  or  willful  misconduct  of
 Landlord or its agents.

          Landlord  hereby  waives all claims  against  Tenant for damage to any
 property  or injury to, or death of, any person in,  upon,  or about the Office
 Complex,  including the Premises,  arising at any time and from any cause other
 than by reason of those matters covered by Tenant's  indemnity in the preceding
 paragraph.  Landlord  shall,  and hereby  agrees to,  indemnify and hold Tenant
 harmless  from any damage to any property or injury to, or death of, any person
 arising from Landlord's breach of its obligation  hereunder,  unless the damage
 is caused by the negligence or willful misconduct of the Tenant, its employees,
 agents,  contractors or representatives.  Landlord's  foregoing indemnity shall
 include  reasonable  attorneys'  fees,   investigation  costs,  and  all  other
 reasonable costs and expenses  incurred by Tenant in any connection  therewith;
 and in case any action or proceeding be brought  against Tenant or its managing
 agent by reason of any such claim, Landlord, upon notice from Tenant, covenants
 to  resist  or  defend  such  action  or  proceeding   by  counsel   reasonably
 satisfactory  to Tenant.  The  provisions of this  paragraph  shall survive the
 termination  of  this  Lease  with  regard  to any  occurrence  prior  to  such
 termination  and any resulting  damage,  injury,  or death. If Tenant is made a
 party to any  litigation  commenced by or against  Landlord or relating to this
 Lease, and provided that in any such litigation  Tenant is not adjudicated in a
 court of final  appeal to be at fault,  then  Landlord  shall pay all costs and
 expenses,  including  actual,  but not  unreasonable  attorneys' fees and court
 costs  incurred by or imposed upon Tenant because of any such  litigation,  and
 the amount of all such costs and expenses including actual but not unreasonable
 attorneys' fees and court costs shall be a demand  obligation owing by Landlord
 to Tenant.

          Section  6.6  Tenant's  Waiver.   Except  to  the  extent  covered  by
 Landlord's  indemnity in Section 6.5 above,  Tenant  agrees,  to the extent not
 expressly prohibited by law, that Landlord, its agents,  employees and servants
 shall not be liable,  and Tenant  waives all claims for damage to property  and
 business  sustained  during  the term of this Lease by Tenant  occurring  in or
 about the Office Complex, resulting directly or indirectly from any existing or
 future condition,  defect, matter or thing in the Premises, the Office Complex,
 or any part thereof, or from equipment or appurtenances  becoming out of repair
 or from accident,  or from any  occurrence or act or omission of Landlord,  its
 agents, employees or servants, or any tenant or occupant of the Building or any
 other person.  This paragraph shall apply  especially but not  exclusively,  to
 damage caused by aforesaid or by the flooding of basements or other  subsurface
 areas, or by refrigerators,  sprinkling  devices,  air conditioning  apparatus,
 water,  snow, frost,  steam,  excessive heat or cold,  falling plaster,  broken
 glass,  sewage,  gas,  odors or noise,  or the  bursting or leaking of pipes or
 plumbing  fixtures,  and shall apply  equally,  whether any such damage results
 from the act or omission of other tenants or occupants in the Office Complex or
 any other  persons,  and whether such damage

<PAGE>

be  caused  by or  result  from any of the  aforesaid,  or shall be caused by or
result from other circumstances of a similar or dissimilar nature.

          Section 6.7 Landlord's  Deductible and Tenant's  Property.  Provisions
 herein to the contrary  notwithstanding,  in the event any damage to the Office
 Complex results  directly and  exclusively  from any act or omission of Tenant,
 its agents, employees or invitees, and all or any portion of Landlord's loss is
 "deductible,"  Tenant shall pay to Landlord the amount of such  deductible loss
 (not to exceed $1,000 per event).

          Section 6.8 Tenant's  Property.  All property in the Office Complex or
 on the  Premises  belonging  to Tenant,  its  agents,  employees,  invitees  or
 otherwise  located at the  Premises,  shall be at the risk of Tenant only,  and
 Landlord,  except to the extent covered by Landlord's indemnity in Section 6.5,
 shall not be liable  for  damage  thereto  or theft,  misappropriation  or loss
 thereof and Tenant agrees to defend and hold  Landlord,  its agents,  employees
 and servants  harmless and  indemnify  them against  claims and  liability  for
 injuries to such property.

          Section 6.9 Payment for  Insurance.  On an annual basis and within ten
 (10) days of demand  and  presentation  of  invoices,  Tenant  shall  reimburse
 Landlord  for the cost of the  insurance  carried by  Landlord  pursuant to the
 provisions of this Lease.  All amounts due from Tenant pursuant to this Section
 6.9 shall constitute Additional Rent.

          Section 6.10 Tenant's Failure to Insure.  In the event Tenant fails to
 provide  Landlord  with  evidence of  insurance  required  under this Article 6
 within  thirty (30) days of Landlord's  written  request  therefor,  but in any
 event at least ten (10) days prior to the  expiration  of the existing  policy,
 Landlord  may,  but shall not be  obligated  to,  without  further  demand upon
 Tenant,  and without waiving or releasing Tenant from any obligation  contained
 in this Lease,  effect such insurance and Tenant agrees to repay,  upon demand,
 all such sums incurred by Landlord in effecting such  insurance.  All such sums
 shall  become a part of the  Additional  Rent  payable  hereunder,  but no such
 payment by Landlord shall relieve Tenant from any default under this Lease.

                                    ARTICLE 7
                       CERTAIN RIGHTS RESERVED BY LANDLORD

          Section  7.1  Rights  Reserved  by  Landlord.  Landlord  reserves  the
 following rights without liability to Tenant and without effecting an eviction,
 constructive or actual, or disturbance of Tenant's use or possession, or giving
 rise to any  claim  for set  off or  abatement  of  rent  except  as  otherwise
 expressly set forth herein:

          (a)  Retain  Keys.  To retain  at all times and to use in  appropriate
 instances keys to all doors within and into the Premises,  except keys or other
 devices allowing entry to the "secure areas"  designated on the Tenant's Plans,
 as such  areas may be  changed by Tenant  from time to time  following  written
 notice  to  Landlord.  No locks  shall be  changed  (except  locks in or to the
 "secure  areas)  without the prior written  notice to Landlord.  This provision
 shall not apply to Tenant's safes, or other areas  maintained by Tenant for the
 safety and security of monies, securities,  negotiable instruments,  classified
 materials or similar items.  To the extent  reasonably  possible,  (i) Landlord
 shall give Tenant  notice prior to entering the Premises,  and (ii)  Landlord's
 entry shall be during normal business hours,  and Landlord shall be accompanied
 by a representative of Tenant at all times.

          (b)  Make  Repairs.  To  make  repairs,  alterations,   additions,  or
 improvements, whether structural or otherwise, in and about the Office Complex,
 or any part  thereof,  and for such  purposes to enter upon the  Premises,  and
 during  the  continuation  of any of said work,  to  temporarily  close  doors,
 entryways,  public spaces, and corridors in the Office Complex and to interrupt
 or  temporarily  suspend  services and  facilities,  so long as Landlord at all
 times uses its best commercially reasonable efforts and endeavors in good faith
 to limit  any  interference  with  the  conduct  of  Tenant's  business  or its
 occupancy and use of the Premises.  If, as a result of Landlord's  material and
 adverse  interference,  Tenant  ceases  operating  at the Premises for five (5)
 consecutive  business days, Tenant shall be entitled to an abatement of Rent on
 a daily  basis  beginning  on the  sixth  (6th)  consecutive  business  day and
 continuing  until the earlier of (i)  cessation  of such  material  and adverse
 interference,  or (ii) the date on which Tenant resumes business  operations at
 the Premises.  If, as a result of Landlord's material and adverse interference,
 Tenant ceases  operating at the Premises for ninety (90)  consecutive  business
 days,  Tenant shall be entitled to terminate  the Lease by  delivering  written
 notice to Landlord prior to the one hundredth (100th) consecutive  business day
 of material and adverse interference.  In exercising its right to make repairs,
 alterations and the like, to the extent reasonably possible, (i) Landlord shall
 give Tenant notice prior to entering the Premises,  (ii) Landlord's entry shall
 be during  normal  business  hours,  and (iii) if required by Tenant,  Landlord
 shall be accompanied by a representative of Tenant.

<PAGE>

          (c) Regulate Heavy Equipment. To approve the weight, size and location
 of safes and other heavy  equipment  and articles in and about the Premises and
 the Office  Complex  and to require  all such items to be moved into and out of
 the Office  Complex and the  Premises  only at such times and in such manner as
 Landlord shall direct in writing  excluding initial move in and final move out.
 Landlord hereby consents to the weight, size and location of equipment shown on
 Tenant's Plans.

          Section 7.2  Emergency  Entry.  Landlord  and its agents may enter the
 Premises at any time in case of  emergency  and shall have the right to use any
 and all means  which  Landlord  may  reasonably  deem proper to open such doors
 during an emergency in order to obtain entry to the Premises, provided Landlord
 promptly repairs all damages caused thereto. Any entry to the Premises obtained
 by Landlord in the event of an emergency shall not, under any circumstances, be
 construed  or deemed to be a forcible or unlawful  entry into,  or detainer of,
 the  Premises,  or to be an eviction of Tenant from the Premises or any portion
 thereof.  Landlord  shall advise  Tenant prior to or  concurrent  with any such
 entry so long as Tenant shall have  provided  Landlord  with an emergency  call
 list.

          Section 7.3 Exhibition of Premises.  Tenant shall permit  Landlord and
 its agents,  upon not less than twenty  four (24) hours'  notice,  to enter and
 pass through the Premises or any part thereof at reasonable times during normal
 business  hours to: (a) post  notices of  non-responsibility;  (b)  exhibit the
 Premises to holders of encumbrances on the interest of Landlord under the Lease
 and to  prospective  purchasers or mortgagees  of the Office  Complex;  and (c)
 during the period of six (6) months prior to the  expiration of the Lease Term,
 exhibit the Premises to prospective  tenants thereof.  Tenant shall be entitled
 to provide an escort if Landlord  enters the Premises for any of the  aforesaid
 reasons.  In  addition,  Landlord  may  post  commercially  reasonable  signage
 indicating  that the Premises  will be available for  occupancy.  If during the
 last month of the Lease Term,  Tenant shall have removed  substantially  all of
 Tenant's  property  and  personnel  from  the  Premises,  Landlord  may,  after
 obtaining  the  consent  of Tenant and  satisfying  such  reasonable  insurance
 obligations and  indemnification  requirements as Tenant may impose,  enter the
 Premises and repair,  alter, and redecorate the same, without abatement of Rent
 and  without  liability  to Tenant,  and such acts shall have no effect on this
 Lease.

          Section 7.4 Right of Landlord to Perform. All covenants and agreements
 to be  performed  by  Tenant  under  any of the  terms of this  Lease  shall be
 performed by Tenant at Tenant's sole cost and expense and without any abatement
 of Rent.  If Tenant  shall  fail to pay any sum of money  (other  than Rent due
 Landlord)  required  to be paid by it  hereunder  or shall fail to perform  any
 other act on its part to be performed hereunder, including; but not limited to,
 the failure to commence and complete repairs  promptly and adequately,  and the
 failure to remove any liens or  otherwise  to  perform  any act or fulfill  any
 obligation required of Tenant under this Lease,  Landlord may, but shall not be
 obligated to, and without  waiving or releasing  Tenant from any obligations of
 Tenant,  make any such  payment or perform any such act on Tenant's  part to be
 made or performed as in this Lease  provided.  All sums so paid by Landlord and
 all necessary incidental costs, together with an administrative overhead charge
 equal to twenty percent (20%) of the actual costs incurred, shall be payable to
 Landlord by Tenant as Rent on demand and Tenant covenants to pay all such sums.
 Landlord  shall have (in addition to any other right or remedy of Landlord) the
 same rights and remedies in the event of Tenant's  nonpayment  of such sums, as
 in the  case  of  default  by  Tenant  in the  payment  of  Rent  to  Landlord.
 Notwithstanding  the  foregoing,  except in the case of an emergency,  Landlord
 agrees  not to  perform  for  Tenant's  account  until  the  expiration  of all
 applicable notice and cure periods referenced in Section 14.1 of this Lease.

                                    ARTICLE 8
                          ALTERATIONS AND IMPROVEMENTS

         Section 8.1  Tenant's  Changes and  Alterations.  Tenant shall have the
 right at any time, and from time to time during the term of this Lease, to make
 such  changes  and  alterations,  structural  or  otherwise,  to the  Premises,
 improvements  and  fixtures  hereafter  erected on the Premises as Tenant shall
 deem  necessary  or  desirable  in  connection  with  the  requirements  of its
 business,  which changes and alterations  (other than changes or alterations of
 Tenant's  movable  trade  fixtures  and  equipment)  shall be made in all cases
 subject to the  following  conditions,  which  Tenant  covenants to observe and
 perform:

(a)    Permits.  No change or alteration  shall be undertaken until Tenant shall
       have  procured  and paid for,  so far as the same may be  required by the
       applicable  governmental  authorities  from time to time,  all municipal,
       state and federal permits and authorizations of the various  governmental
       bodies and departments having jurisdiction  thereof,  and Landlord agrees
       to join in the  application for such permits or  authorizations  whenever
       such action is necessary, all at Tenant's sole cost and expense.

(b)    Compliance  with Plans and  Specifications.  Before  commencement  of any
       change,  alteration,  restoration or construction  (hereinafter sometimes
       referred to as "Work")  involving in the  aggregate an estimated  cost of
       more than  $10,000 or which  would  materially  alter the  mechanical  or
       electrical  systems of the  Building,  Tenant shall (i) furnish  Landlord
       with

<PAGE>
       detailed plans and  specifications  of the proposed change or alteration;
       (ii) obtain Landlord's prior written consent,  which consent shall not be
       unreasonably  withheld;  (iii)  provide  Landlord  with  the  name of the
       licensed  architect or licensed  professional  engineer selected and paid
       for by Tenant, who shall supervise any such work (hereinafter referred to
       as "Alterations Architect or Engineer"); and (iv) obtain Landlord's prior
       written  approval  of  detailed  plans and  specifications  prepared  and
       approved in writing by said  Alterations  Architect or  Engineer,  and of
       each amendment and change thereto.

(c)    Value Maintained.  Any change or alteration shall, when completed,  be of
       such character as not to reduce the value of the Premises or the Building
       to which such change or  alteration  is made below its value  immediately
       before such  change or  alteration,  nor shall such change or  alteration
       reduce the area or cubic content of the Building, nor change the Building
       as to use without  Landlord's  express  written  consent.  Tenant further
       agrees that in no event shall any change or alteration void or impair any
       of  Landlord's  warranties  on the  Building  and, to the extent same are
       voided or  impaired,  Landlord's  corresponding  warranties  to Tenant as
       contained in this Lease shall be likewise voided.

(d)    Compliance  with  Laws.  All Work done in  connection  with any change or
       alteration  shall be done promptly and in a good and  workmanlike  manner
       and in compliance with all building and zoning laws of the place in which
       the Premises are situated, and with all laws, ordinances,  orders, rules,
       regulations  and  requirements  of  all  federal,   state  and  municipal
       governments and appropriate departments, commissions, boards and officers
       thereof,  and in accordance with the orders, rules and regulations of the
       Board of Fire Underwriters  where the Premises are located,  or any other
       body  exercising  similar  functions.  The  cost of any  such  change  or
       alteration  shall be paid so that the Premises  and all portions  thereof
       shall at all times be free of liens for labor and  materials  supplied to
       the  Premises,  or  any  portion  thereof.  The  Work  of any  change  or
       alteration  shall be prosecuted with reasonable  dispatch,  delays due to
       strikes,  lockouts,  acts of God, inability to obtain labor or materials,
       governmental  restrictions or similar causes beyond the control of Tenant
       excepted.  Tenant shall obtain and maintain,  or cause to be obtained and
       maintained,  at no expense to  Landlord,  during the  performance  of the
       Work,  workers"  compensation  insurance in normal and customary amounts,
       covering  all  persons  employed  in  connection  with  the Work and with
       respect  to which  death or  injury  claims  could  be  asserted  against
       Landlord  or Tenant or against  the  Premises  or any  interest  therein.
       Tenant shall also cause any contractor performing work on Tenant's behalf
       to carry and  maintain,  at no  expense  to  Landlord,  a  non-deductible
       comprehensive  general liability  insurance  policy,  which shall include
       contractor's   liability   coverage,   contractual   liability  coverage,
       completed  operations  coverage, a broad form property damage endorsement
       and contractor's  protective liability coverage to afford protection with
       limits,  for each  occurrence,  of not less than  Three  Million  Dollars
       ($3,000,000)  combined single limit,  written on an occurrence  basis and
       naming Landlord as an additional insured. In addition, the fire insurance
       with "extended coverage" endorsement required by Section 6.1 hereof shall
       be supplemented with "builder's risk" insurance on a completed value form
       or other comparable coverage on the Work.

    Tenant agrees that such policy or policies of insurance shall permit release
 of liability  as provided  herein  and/or  waiver of  subrogation  clause as to
 Landlord  so  long  as  such  release/waiver  is  available  at a  commercially
 reasonable rate. Subject to the foregoing, Landlord shall not be liable for any
 claims or demands  whatsoever  relating to the performance of Work in or around
 the Premises,  and Tenant and its contractors shall look to insurance  coverage
 only in the event of such  loss.  All such  insurance  shall be in a company or
 companies  authorized  to do  business in the state in which the  Premises  are
 located and  reasonably  satisfactory  to  Landlord,  and all such  policies of
 insurance or, at Tenant's option,  certificates of insurance shall be delivered
 to Landlord  endorsed "Premium Paid" by the company or agency issuing the same,
 or with other evidence of payment of the premium satisfactory to Landlord.

          (e)    Property of Landlord.  Unless otherwise designated by Tenant at
                 the time Landlord's  consent is obtained,  all improvements and
                 alterations  (other than Tenant's  movable  trade  fixtures and
                 equipment) made or installed by Tenant shall immediately,  upon
                 completion  or  installation  thereof,  become the  property of
                 Landlord  without  payment  therefor by Landlord,  and shall be
                 surrendered  to Landlord on the  expiration of the term of this
                 Lease.

          (f)    Location of Improvements. No change, alteration, restoration or
                 new  construction  shall be in or connect the Premises with any
                 property,  building or other  improvement  located  outside the
                 boundaries  of  the  Land,  nor  shall  the  same  obstruct  or
                 interfere with any existing easement.

          (g)    Removal of  Improvements.  As a condition to granting  approval
                 for any changes or alterations  Landlord,  by written notice to
                 Tenant,  given  at or  prior  to  the  time  of  granting  such
                 approval,  may  require  Tenant  to  remove  any  improvements,
                 additions or installations  installed by Tenant in the Premises
                 at Tenant's  sole cost and expense,  and repair and restore any
                 damage  caused  by  the
<PAGE>

                 installation and removal of such  improvements,  additions,  or
                 installations;   provided,   however,  the  only  improvements,
                 additions or  installations  which Tenant shall remove shall be
                 those specified in such notice. All improvements,  additions or
                 installations   installed  by  Tenant  which  did  not  require
                 Landlord's  prior  approval  shall be removed by Tenant  unless
                 Tenant has  obtained a written  waiver of such  condition  from
                 Landlord.

          (h)    Written Notification Required.  Tenant shall notify Landlord in
                 writing  ten (10) days  prior to  commencing  any  alterations,
                 additions  or  improvements  to the  Premises  which  have been
                 approved by Landlord so that  Landlord  shall have the right to
                 record and post notices of non-responsibility on the Premises.

          (i)    Landlord's Approval.  Notwithstanding  anything to the contrary
                 contained  herein,  any  alterations,  modifications  or  other
                 changes to the exterior  structure  and  systems,  load bearing
                 elements,  foundations, pipes and conduits and roof that form a
                 part of the  Building  shall be  subject  to  Landlord's  prior
                 written consent, such consent not to be unreasonably  withheld,
                 delayed or conditioned.

         Section  8.2  Nonstructural   Alterations/Without  Landlord's  Consent.
 Notwithstanding  the  foregoing,  Tenant shall have the right from time to time
 and at any time,  without  Landlord's  consent,  to perform the following  work
 within the  Premises:  (i) install,  remove and relocate  nonstructural  office
 partitioning  provided such work does not materially  and adversely  affect the
 base building structure or HVAC systems, (ii) paint and install wall coverings,
 (iii) install and remove office furniture,  (iv) relocate  electrical  outlets,
 (v) install and remove workstations, (vi) install and remove Tenant's equipment
 and perform cable pulls in connection  therewith,  and (vii) install and remove
 carpeting and other floor coverings.

                  Section 8.3 Freedom  from  Liens.  Tenant  shall not suffer or
 permit  any  mechanic's  lien or other  lien to be  filed  against  the  Office
 Complex,  or any portion thereof,  by reason of work, labor,  skill,  services,
 equipment  or  materials  supplied  or claimed to have been  supplied to the Of
 Office Complex at the request of Tenant, or anyone holding the Premises, or any
 portion thereof,  through or under Tenant. If any such mechanic's lien or other
 lien shall at any time be filed  against  the Office  Complex,  or any  portion
 thereof, Tenant shall cause the same to be discharged of record or satisfied by
 bonding  within 30 days of the date of filing the same. If Tenant shall fail to
 discharge or bond off such  mechanic's  lien or liens or other lien within such
 period, then, in addition to any other right or remedy of Landlord,  after five
 (5) days  prior  written  notice  to  Tenant,  Landlord  may,  but shall not be
 obligated to,  discharge the same by paying to the claimant the amount  claimed
 to be due or by procuring the  discharge of such lien as to the Office  Complex
 by deposit in the court  having  jurisdiction  of such  lien,  the  foreclosure
 thereof or other proceedings with respect thereto,  of a cash sum sufficient to
 secure the discharge of the same, or by the deposit of a bond or other security
 with such court sufficient in form, content and amount to procure the discharge
 of such lien, or in such other manner having  reasonable  cost as is now or may
 in the future be  provided by present or future law for the  discharge  of such
 lien as a lien against the Of Office Complex.  Such amount paid by Landlord, or
 the value of such deposit so made by  Landlord,  together  with all  reasonable
 costs,  fees  and  expenses  in  connection  therewith  (including   reasonable
 attorney's  fees of Landlord),  together  with interest  thereon at the Default
 Rate,  shall be repaid by Tenant to Landlord  within thirty (30) days following
 demand by  Landlord  and if unpaid may be treated as  Additional  Rent.  Tenant
 shall  indemnify and defend  Landlord  against and save Landlord and the Office
 Complex,  and any portion thereof,  harmless from all losses,  costs,  damages,
 expenses,  liabilities,  suits,  penalties,  claims,  demands and  obligations,
 including,  without limitation,  reasonable  attorney's fees resulting from the
 assertion,  filing,  foreclosure or other legal proceedings with respect to any
 such mechanic's lien or other lien.

         Tenant  shall   specifically   notify  all  materialmen,   contractors,
 artisans,  mechanics, laborers and any other person now or hereafter furnishing
 any labor, services, materials, supplies or equipment to Tenant with respect to
 the Office Complex, or any portion thereof,  that they must look exclusively to
 Tenant to obtain  payment for the same,  and that Landlord  shall not be liable
 for any labor, services,  materials,  supplies,  skill, machinery,  fixtures or
 equipment  furnished  or to be  furnished  to Tenant upon  credit,  and that no
 mechanic's  lien  or  other  lien  for any  such  labor,  services,  materials,
 supplies, machinery, fixtures or equipment shall attach to or affect the estate
 or interest of Landlord in and to the Office Complex, or any portion thereof.

         Section 8.4 Landlord's  Indemnification.  The provisions of Section 8.3
 above shall not apply to any mechanic's lien or other lien for labor, services,
 materials,  supplies,  machinery, fixtures or equipment furnished to the Office
 Complex in the performance of Landlord's  obligations to construct  required by
 the Work  Agreement,  and Landlord  does hereby  agree to indemnify  and defend
 Tenant against and save Tenant and the Office Complex, and any portion thereof,
 harmless  from  all  losses,  costs,  damages,  expenses,  liabilities,  suits,
 penalties,  claims,  demands and obligations,  including,  without  limitation,
 reasonable attorney's fees resulting from the assertion, filing, foreclosure or
 other legal proceedings with respect to any such mechanic's lien or other lien.

<PAGE>

          Section 8.5 Removal of Liens. Except as otherwise provided for in this
 Article  8,  Tenant  shall not  create,  permit or suffer,  and shall  promptly
 discharge and satisfy of record, any other lien, encumbrance,  charge, security
 interest,  or  other  right  or  interest  which  shall  be or  become  a lien,
 encumbrance,  charge or  security  interest  upon the  Office  Complex,  or any
 portion  thereof,  or the income  therefrom,  or on the interest of Landlord or
 Tenant in the Office Complex, or any portion thereof, save and except for those
 liens, encumbrances,  charges, security interests, or other rights or interests
 consented  to, in writing,  by Landlord,  or those  mortgages,  assignments  of
 rents, assignments of leases and other mortgage documentation placed thereon by
 Landlord in financing or refinancing the Office Complex.

                                    ARTICLE 9
                                     REPAIRS

          Section 9.1 Tenant's Repair Obligations.  Subject to Article 6 hereof,
 and except to the extent the responsibility of Landlord pursuant to Section 9.2
 below, Tenant shall,  during the term of this Lease, at Tenant's expense,  keep
 the  Building  and all changes and  alterations  made by Tenant to the Building
 (whether  non-structural or structural) in as good order,  condition and repair
 as they were at the time Tenant took  possession of the same,  reasonable  wear
 and tear and damage from fire and other casualties excepted.  Tenant shall keep
 the Premises in a neat and sanitary condition and shall not commit any nuisance
 or waste on the  Premises  or in,  on, or about  the  Office  Complex  or throw
 foreign substances in the plumbing  facilities.  All uninsured damage or injury
 to the Premises,  or to the Office Complex  caused by Tenant moving  furniture,
 fixtures,  equipment,  or other  devices  in or out of the  Premises  or Office
 Complex  or by  installation  or  removal of  furniture,  fixtures,  equipment,
 devices or other  property  of Tenant,  its  agents,  contractors,  servants or
 employees, due to carelessness,  omission,  neglect, improper conduct, or other
 cause of Tenant, its servants, employees, agents, visitors, or licensees, shall
 be  repaired,  restored  and  replaced  promptly by Tenant at its sole cost and
 expense to the reasonable  satisfaction of Landlord. All repairs,  restorations
 and  replacements  shall be in quality and class equal to the original work and
 shall comply with all requirements of the Lease.

          Section  9.2  Landlord's  Repair  Obligations.   Subject  to  Tenant's
 obligations  contained in Section 9.1 above,  Landlord  shall keep the exterior
 structure and systems, load bearing elements,  foundations,  pipes and conduits
 and roof that form a part of the Building in good order, condition and repair.

          Section 9.3 Joint Inspection Upon Vacation.  Tenant shall give written
 notice to Landlord at least thirty (30) days prior to vacating the Premises for
 the express purpose of arranging a meeting with Landlord for a joint inspection
 of the  Premises.  In the event of  Tenant's  failure  to give such  notice and
 arrange  such joint  inspection,  Landlord's  inspection  at or after  Tenant's
 vacation of the Premises shall be  conclusively  deemed correct for purposes of
 determining Tenant's responsibility for repairs and restoration hereunder.

                                   ARTICLE l0
                            ASSIGNMENT AND SUBLETTING

          Section  10.1  Restriction  on  Transfer.  Tenant shall not sublet the
 Premises,  or any portion thereof, nor assign,  mortgage,  pledge,  transfer or
 otherwise encumber or dispose of this Lease, or any interest therein, or in any
 manner assign,  mortgage,  pledge, transfer or otherwise encumber or dispose of
 its  interest  or estate  in the  Premises,  or any  portion  thereof,  without
 obtaining  Landlord's  prior written consent in each and every instance,  which
 consent shall not be unreasonably  withheld or delayed,  provided the following
 conditions are complied with:

(a)      Any assignment of this Lease (but specifically  excluding any sublease)
         shall  transfer  to the  assignee  all of  Tenant's  right,  title  and
         interest  in this Lease and all of  Tenant's  estate or interest in the
         Premises.

(b)      At the time of any  assignment  or  subletting,  and at the  time  when
         Tenant requests Landlord's written consent thereto,  this Lease must be
         in full force and effect,  without any breach or default  thereunder on
         the part of Tenant beyond any applicable notice and cure period.

(c)      Any such assignee (but  specifically  excluding  any  subleases)  shall
         assume,  by  written,   recordable  instrument,  in  form  and  content
         reasonably   satisfactory  to  Landlord  and  such  assignee,  the  due
         performance of all of Tenant's  obligations  under this Lease,  an such
         assumption  agreement shall state that the same is made by the assignee
         for the  express  benefit  of  Landlord  as a third  party  beneficiary
         thereof.  A copy of the assignment and  assumption  agreement,  both in
         form and content  reasonably  satisfactory to Landlord,  fully executed
         and  acknowledged  by  assignee,  together  with a certified  copy of a
         properly   executed   corporate   resolution  (if  the  assignee  be  a
         corporation)

<PAGE>

         authorizing  the execution and delivery of such  assumption  agreement,
         shall be sent to Landlord ten (10) days prior to the effective  date of
         such assignment.

(d)      In the case of a subletting,  a copy of any sublease fully executed and
         acknowledged  by Tenant and the  subleases  shall be mailed to Landlord
         within  thirty  (30)  days   following  the  effective   date  of  such
         subletting.

(e)      Such  assignment or subletting  shall be subject to all the provisions,
         terms, covenants and conditions of this Lease (except, in the case of a
         sublease,  payment of the Base Rent and Additional  Rent due under this
         Lease),  and  Tenant-assignor  (and the guarantor or guarantors of this
         Lease,  if any) and the assignee or assignees  shall continue to be and
         remain liable under this Lease.

(f)      Each  sublease   permitted   under  this  Section  10.1  shall  contain
         provisions to the effect that (i) such sublease is only for the use and
         occupancy by the  subleases  and not any other third  party;  (ii) such
         sublease is subject and subordinate to all of the terms,  covenants and
         conditions  of  this  Lease  and  to  all of  the  rights  of  Landlord
         thereunder;  and (iii) in the event this Lease shall  terminate  before
         the  expiration  of  such  sublease,  the  subleases  thereunder  will,
         provided Landlord and its lender(s)  recognizes such sublessee's rights
         under the sublease  and agrees not to disturb  Tenant's  occupancy  and
         possession  so long as Tenant is not in default  thereunder,  attorn to
         Landlord and waive any rights the subleases may have to "terminate  the
         sublease  or to  surrender  possession  thereunder,  as a result of the
         termination   of  this   Lease.   Landlord   agrees  to  enter  into  a
         Subordination,  Non-Disturbance and Attornment  Agreement ("SNDA") with
         the subtenants,  the substance of which shall be substantially  similar
         to the SNDA attached as Exhibit C, and Landlord  agrees to use its best
         commercially  reasonable efforts to obtain such an SNDA from Landlord's
         Mortgagee(s) (as defined in Section 15.3 hereof) for the benefit of the
         subtenants.

(g)      Tenant  agrees  to pay on behalf of  Landlord  any and all  reasonable,
         actual out-of-pocket costs of Landlord, including reasonable attorney's
         fees  actually paid or payable to outside  counsel,  occasioned by such
         assignment or subletting.  Landlord agrees to use good faith efforts to
         minimize the fees of outside counsel.

                  For  purposes of this Lease,  any  transfer of less than fifty
         percent  (50%)  in the  aggregate  of  stock,  membership  interest  or
         partnership interest in Tenant shall not constitute an assignment.

         Tenant may, without Landlord's prior written consent, (a) sublet all or
 a portion of the Premises to any related  corporation  or entity which controls
 Tenant,  is controlled by Tenant or is under common control with Tenant; or (b)
 assign this Lease to a successor corporation into which or with which Tenant is
 merged or consolidated or which acquires  substantially  all of Tenant's assets
 and property;  provided that (i) in the case of an  assignment,  such successor
 entity assumes all of the obligations  and  liabilities of Tenant,  (ii) in the
 case  of an  assignment  or a  sublease,  such  successor  entity's  net  worth
 indicates  that the entity has similar  financial  capability as Tenant and the
 ability to meet the obligations herein, and (iii) such subletting or assignment
 does not violate the terms of any deeds of trust  encumbering  the  Building of
 which Tenant has been provided notice.

          Section  10.2  Restriction  From  Further   Assignment.   Any  further
 assignment or subleasing  shall be governed by the terms of this Article 10. No
 assignment or subleasing shall relieve Tenant from any of Tenant's  obligations
 set forth in this Lease.

          Section 10.3 Landlord's Termination Rights. Intentionally Deleted.

          Section 10.4 Tenant's  Failure to Comply.  Tenant's  failure to comply
 with all of the foregoing  provisions  and  conditions of this Article 10 shall
 (whether  or not  Landlord's  consent  is  required  under  this  Article),  at
 Landlord's option,  render any purported assignment or subletting null and void
 and of no  force  and  effect.  Notwithstanding  the  foregoing,  in the  event
 Landlord receives written notice specifically stating that Tenant has failed to
 comply with the terms of this Article 10, then if Landlord  desires to exercise
 its right to render the applicable  sublease  and/or  assignment null and void,
 Landlord  must do so  within  sixty  (60) days of the date of  receipt  of such
 notice.

          Section 10.5 Sharing of Excess  Rent.  If Landlord  consents to Tenant
 assigning its interest under this Lease or subletting all or any portion of the
 Premises,  Tenant  shall pay to  Landlord  (in  addition  to Rent and all other
 amounts  payable  by  Tenant  under  this  Lease)  50% of the  rents  and other
 considerations  payable  by  such  assignee  or  subtenant  (net  of  brokerage
 commissions,  improvement  costs,  legal  fees and other  reasonable  costs and
 expenses incurred in connection with the assignment or subletting) in excess of
 the Rent  otherwise  payable by Tenant from time to time under this Lease.  For
 the purposes of this computation, the additional amount payable by Tenant shall
 be determined by either (i)  application of the rental rate per square foot for
 the Building or any portion thereof sublet, or (ii) the fair

<PAGE>

 market rental rate for rooftop space or other space at the Premises sublet,  as
 applicable.  Said additional amount shall be paid to Landlord  immediately upon
 receipt by Tenant of such Rent or other  considerations  from the  assignee  or
 subtenant.

                                   ARTICLE 11
                        DAMAGE BY FIRE OR OTHER CASUALTY

          Section 11.1  Tenantable  Within 180 Days.  If fire or other  casualty
 shall  render the whole or any material  portion of the Premises  untenantable,
 Landlord  shall  obtain an estimate  for the time  required  to rebuild  from a
 reputable  licensed  contractor,  and shall forward the time estimate to Tenant
 within  thirty  (30) days  from the date of such  damage  or  destruction.  If,
 pursuant to the  estimate,  the Premises can  reasonably be expected to be made
 tenantable  within one hundred  eighty  (180) days from the date of such event,
 then  Landlord  shall repair and restore the  Premises  and the Office  Complex
 within such one hundred eighty (180) day period. In the event of the foregoing,
 this Lease shall remain in full force and effect.

          Section 11.2 Not Tenantable  Within 180 Days. If, pursuant to the time
 estimate  referenced in Section I I. I above, the Premises cannot reasonably be
 expected to be made  tenantable  within one hundred  eighty (180) days from the
 date of the  casualty  event,  then Tenant  may, by written  notice to Landlord
 within thirty (30) days from the date of Landlord's  time  estimate,  terminate
 this Lease.  Tenant's  termination  notice shall state a termination date which
 shall be at least  thirty  (30) days but no more than  sixty (60) days from the
 date of the termination notice.

          Section  11.3 Damage  Occurring  at End of Term.  Notwithstanding  the
 terms of Sections  11.l and 11.2 above,  in the event the  Premises are damaged
 during the last  twenty-four  (24) months of the initial  term to the extent of
 twenty-five percent (25%) or more of the replacement cost thereof,  Landlord or
 Tenant may terminate this Lease by giving written notice of such termination to
 the  other  party  within  sixty  (60)  days of the date of the  casualty.  The
 termination  notice shall specify a termination  date at least thirty (30) days
 but not more than sixty (60) days after the date of such notice.

          Notwithstanding  anything to the  contrary  contained  in this Section
 11.3,  Tenant  shall be entitled to nullify  Landlord's  termination  notice by
 delivering to Landlord written notice ("Renewal  Notice") of Tenant's  exercise
 of any then  outstanding  renewal options granted to Tenant pursuant to Section
 16.32 of this Lease.  The Renewal Notice shall be delivered  within thirty (30)
 days of the date of Landlord's termination notice.

          Section 11.4 Uninsured Casualty.  If an uninsured casualty event shall
 render  any  portion  of the  Premises  or any  material  portion of the Office
 Complex  untenantable,  then so long as  Landlord  shall have had in effect all
 insurance  required  by the terms of this  Lease,  Landlord  may,  by notice to
 Tenant,  mailed  within  thirty  (30)  days  from the date of such  damages  or
 destruction, terminate this Lease effective upon a date within thirty (30) days
 from the date of such notice.

          Section  11.5  Deductible  Payments.  If the  Premises  or the  Office
 Complex is damaged,  and such damage is of the type insured  against  under the
 fire and special form property  damage  insurance  required to be maintained by
 Landlord  hereunder,  the cost of repairing said damage up to the amount of the
 deductible  under said  insurance  policy shall be paid by Tenant to the extent
 the same is reasonable and customary;  provided,  however, to the extent Tenant
 has  remised a portion  of the  Building  back to  Landlord  and  Landlord  has
 consented to same in writing,  the  deductible  amount due from Tenant shall be
 reduced  proportionately.  If the  damage  is not  covered  by  such  insurance
 policies  and  Landlord  elects to repair the  damage,  then  Tenant  shall pay
 Landlord the "deductible amount" (if any) under Landlord's  insurance policies,
 and, if the damage was directly and exclusively caused by an act or omission of
 Tenant,  the  difference  between the actual  cost of repair and any  insurance
 proceeds received by Landlord.

          Section 11.6 Landlord's Repair Obligations.  If fire or other casualty
 shall render the whole or any material  part of the Premises  untenantable  and
 neither  Landlord  nor  Tenant  terminates  this Lease  pursuant  to its rights
 herein,  then  Landlord  shall  repair and restore the  Premises and the Office
 Complex to as near their  condition  prior to the fire or other  casualty as is
 reasonably  possible with all due diligence and speed and within the applicable
 time period  required by this  Article 11 (subject to delays for causes  beyond
 Landlord's  reasonable  control)  and the Rent for the period  during which the
 Premises are untenantable  shall be equitably abated (based upon the portion of
 the Premises which is untenantable). In no event shall Landlord be obligated to
 repair or restore any special equipment or improvements  installed by Tenant at
 Tenant's expense.

          Section 11.7 Rent Apportionment. In the event of a termination of this
 Lease  pursuant to this  Article ll,  Rent shall be  apportioned  on a per diem
 basis and paid to the date of the Lease termination.

<PAGE>

          Section 11.8 Insurance  Trustee.  If Landlord fails to comply with its
 obligation  to rebuild  the  Premises  pursuant  to this  Article ll and Tenant
 elects to exercise  its  self-help  rights as set forth in Section 14.7 hereof,
 upon receipt of written  instructions  from Tenant,  Landlord  shall inform its
 insurance company that Tenant has undertaken the rebuilding of the Premises and
 all insurance proceeds shall thereafter be placed with an insurance trustee and
 disbursed upon terms and conditions  similar to those  contained in an industry
 standard construction loan agreement.

                                   ARTICLE 12
                                 EMINENT DOMAIN

          Section 12.1  Tenant's  Termination.  If the whole of or a substantial
 part of the  Premises  is taken by any  public  authority  under  the  power of
 eminent domain,  or taken in any manner for any public or quasi-public  use, so
 as to render (in Tenant's  reasonable  judgment) the  remaining  portion of the
 Premises unsuitable for the purposes intended hereunder, then Tenant shall give
 Landlord  written  notice  within  thirty (30) days of receiving  notice of the
 taking and the term of this Lease shall cease as of the day possession shall be
 taken by such public authority and Landlord shall make a pro rata refund of any
 prepaid  rent.  Subject to Section  12.2,  all damages  awarded for such taking
 under the power of eminent domain or any like  proceedings  shall belong to and
 be the property of Landlord,  Tenant hereby assigning to Landlord its interest,
 if any,  in said  award.  Further,  if all or any  material  part of the Office
 Complex  is taken by public  authority  under the power of eminent  domain,  or
 taken in any  manner for any public or  quasi-public  use,  so as to render any
 remaining portion of the Premises  unsuitable in Tenant's  reasonable  opinion,
 for the  purposes  intended  hereunder,  upon  delivery  of  possession  to the
 condemning  authority  pursuant to the proceedings,  Tenant may, at its option,
 terminate  this Lease as to the remainder of the Premises by written  notice to
 Landlord,  such  notice to be given to Landlord  within  thirty (30) days after
 Tenant  receives  notice  of the  taking.  Tenant  shall  not have the right to
 terminate this Lease pursuant to the preceding sentences unless the business of
 Tenant cannot in Tenant's  reasonable judgment be carried on with substantially
 the same utility and efficiency in the remainder of the Premises. Any notice of
 termination  shall  specify  the date not more than  sixty  (60) days after the
 giving of such notice as the date for such termination.

          Section 12.2 Tenant's Participation.  Provisions in this Article 12 to
 the  contrary  notwithstanding,  Tenant  shall  have the  right to prove in any
 condemnation  proceedings  and to receive any separate  award which may be made
 for damages to or condemnation of Tenant's movable trade fixtures and equipment
 and for moving expenses;  provided,  however, Tenant shall in no event have any
 right to  receive  any  award  for its  interest  in this  Lease or for loss of
 leasehold.  Provisions in this Article 12 to the contrary  notwithstanding,  in
 the event of a partial  condemnation  of the Office Complex or the Premises and
 this Lease is not  terminated,  Landlord  shall,  at its sole cost and expense,
 promptly  restore the Premises and Office  Complex to a complete  architectural
 unit as near as possible to that condition  which existed prior to such partial
 condemnation  and the Base Rent  provided for herein during the period from and
 after the date of delivery of possession  pursuant to such  proceedings  to the
 termination  of this  Lease  shall be reduced  to the fair  market  rent of the
 Premises after such taking.

                                   ARTICLE 13
                              SURRENDER OF PREMISES

          Section 13.1 Surrender of  Possession.  On the last day of the term of
 this  Lease,  or on the sooner  termination  thereof,  Tenant  shall  peaceably
 surrender the Premises in good  condition and repair  consistent  with Tenant's
 duty to make repairs as herein provided,  reasonable wear and tear and casualty
 loss excluded. On or before the last day of the term of this Lease, or the date
 of sooner  termination  thereof,  Tenant  shall,  at its sole cost and expense,
 remove all of its property and trade  fixtures and equipment  from the Premises
 which  Tenant is  required to remove  pursuant to the terms of this Lease.  All
 property  not  removed  within ten (10) days  following  receipt of notice from
 Landlord shall be deemed  abandoned.  Tenant hereby appoints Landlord its agent
 to remove all abandoned  property of Tenant from the Premises upon  termination
 of this Lease and to cause its transportation and storage for Tenant's benefit,
 all at the sole cost and risk of Tenant  and  Landlord  shall not be liable for
 damage,  theft,  misappropriation  or loss  thereof and  Landlord  shall not be
 liable in any manna in respect  thereto.  Tenant shall pay all reasonable costs
 and expenses of such removal, transportation and storage.

          Tenant  shall  reimburse  Landlord  upon  demand  for  any  reasonable
 expenses  incurred by Landlord  with  respect to  removal,  transportation,  or
 storage of abandoned  property and with respect to restoring  said  Premises to
 good order,  condition  and repair.  All  alterations,  additions and fixtures,
 other than those which  Tenant may, or is required to,  remove  pursuant to the
 terms of this  Lease,  shall  remain  the  property  of  Landlord  and shall be
 surrendered  with  the  Premises  as a  part  thereof.  Tenant  shall  promptly
 surrender all keys for the Premises to Landlord at the place then fixed for the
 payment of rent and shall inform Landlord of combinations on any vaults,  locks
 and safes left on the Premises.  NOTWITHSTANDING  ANY PROVISION TO THE CONTRARY
 CONTAINED  HEREIN,  IN NO EVENT SHALL  TENANT BE LIABLE FOR,  OR  OTHERWISE  BE
 OBLIGATED TO PAY,  LOST ACTUAL OR POTENTIAL  PROFITS OR

<PAGE>

 ANY OTHER DAMAGES OF A CONSEQUENTIAL, SPECULATIVE, SPECIAL, PUNITIVE OR SIMILAR
 NATURE.  THE TERMS OF THIS SECTION 13.1 SHALL SURVIVE THE EXPIRATION OR EARLIER
 TERMINATION OF THIS LEASE.

          Section 13.2 Tenant Retaining Possession.  In the event Tenant remains
 in possession of the Premises after  expiration of this Lease,  and without the
 execution of a new lease,  but with  Landlord's  written  consent,  it shall be
 deemed to be occupying the Premises as a tenant from month to month, subject to
 all the  provisions,  conditions  and  obligations of this Lease insofar as the
 same can be applicable to a month-to-month  tenancy,  except that the Base Rent
 shall be 150% of the then  current  Base  Rent for the  Premises.  In the event
 Tenant remains in possession of the Premises after expiration of this Lease and
 without the execution of a new lease and without  Landlord's  written  consent,
 Tenant shall be deemed to be occupying the Premises  without claim of right and
 Tenant  shall pay a charge for each day of  occupancy an amount equal to double
 the Base Rent and Additional Rant (on a daily basis) then due under this Lease.
 NOTWITHSTANDING  ANY PROVISION TO THE CONTRARY  CONTAINED  HEREIN,  IN NO EVENT
 SHALL TENANT BE LIABLE FOR, OR  OTHERWISE  BE OBLIGATED TO PAY,  LOST ACTUAL OR
 POTENTIAL  PROFITS  OR  ANY  OTHER  DAMAGES  OF A  CONSEQUENTIAL,  SPECULATIVE,
 SPECIAL, PUNITIVE OR SIMILAR NATURE.

                                   ARTICLE 14
                                DEFAULT OF TENANT

          Section 14.1 Events of Default.  The  occurrence of any one or more of
 the  following  events (in this Article  sometimes  called  "Event of Default")
 shall constitute a default and breach of this Lease by Tenant:

          (a) If Tenant  fails to pay any Base Rent or  Additional  Rant payable
 under this Lease or fails to pay any  obligation  required to be paid by Tenant
 when and as the same shall become due and payable,  and such default  continues
 for a period of ten (10) days after receipt of written  notice thereof given by
 Landlord to Tenant.

          (b) If Tenant fails to perform any of Tenant's nonmonetary obligations
 under  this  Lease for a period of thirty  (30) days  after  receipt of written
 notice from  Landlord;  provided that if more time is required to complete such
 performance,   Tenant  shall  not  be  in  default  if  Tenant  commences  such
 performance within the thirty (30) day period and thereafter diligently pursues
 its completion within ninety (90) days. However, Landlord shall not be required
 to give such notice if Tenant's  failure to perform  constitutes  a non-curable
 breach of this Lease.  The notice  required by this  subsection  is intended to
 satisfy any and all notice  requirements  imposed by law on Landlord and is not
 in addition to any such requirement.

          (c)  If  Tenant,  by  operation  of  law or  otherwise,  violates  the
 provisions of Article 10 hereof relating to assignment,  sublease,  mortgage or
 other  transfer of Tenant's  interest in this Lease or in the Premises and such
 violation continues for ten (10) days after written notice from Landlord.

          (d) If  default  shall be made by  Tenant  in  keeping,  observing  or
 performing any of the terms contained in this Lease,  other than those referred
 to in  Subparagraphs  (a) and (c) of this Section  14.1,  and such default will
 result in Landlord being subject to criminal liability,  and such default shall
 continue after written  notice thereof given by Landlord to Tenant,  and Tenant
 fails to thereafter  proceed  timely and promptly with all due diligence and in
 good  faith to cure the same and  thereafter  to  prosecute  the curing of such
 default with all due  diligence,  it being  intended that in connection  with a
 default which exposes Landlord to criminal  liability that Tenant shall proceed
 immediately to cure or correct such condition with  continuity and with all due
 diligence and in good faith.

          Section 14.2 Landlord's  Remedies.  Upon the occurrence of an Event of
 Default by Tenant, and at any time thereafter, with or without notice or demand
 and  without  limiting  Landlord in the  exercise of any right or remedy  which
 Landlord  may have,  Landlord  shall be entitled to the rights and remedies set
 forth below.

          (a) Termination of Possession.  Terminate Tenant's right to possession
 of the Premises by  exercising  self-help or any other lawful  means,  in which
 case  the  Lease  shall  terminate  and  Tenant  shall  immediately   surrender
 possession of the Premises to Landlord.  In such event, Landlord shall have the
 immediate  right to reenter  and  remove all  persons  and  property,  and such
 property  may be removed and stored in a public  warehouse  or elsewhere at the
 cost of, and for the account of Tenant, all without service of notice or resort
 to legal  process and without  being  deemed  guilty of  trespass,  or becoming
 liable  for any loss or damage  which may be  occasioned  thereby,  except  for
 Landlord's gross negligence or willful  misconduct.  In the event that Landlord
 shall elect to so  terminate  this Lease,  then  Landlord  shall be entitled to
 recover  from  Tenant all  damages  incurred  by Landlord by reason of Tenant's
 default, including:

                  (i)  The  equivalent  of the  amount  of  the  Base  Rent  and
 Additional Rent which would be payable under this Lease by Tenant if this Lease
 were still in effect, less

<PAGE>

                  (ii) The net proceeds of any commercially reasonable reletting
 affected  pursuant to the provisions of Section 14.2(e) hereof  after deducting
 all of  Landlord's  reasonable  expenses  in  connection  with such  reletting,
 including,  without limitation,  all repossession costs, brokerage commissions,
 legal expenses,  reasonable  attorneys' fees, alteration costs, and expenses of
 preparation of the Premises, or any portion thereof, for such reletting.

                  Tenant shall pay such current damages in the amount determined
 in  accordance  with the terms of this  Section  14.2 as set forth in a written
 statement   thereof   from   Landlord   to  Tenant   (hereinafter   called  the
 "Deficiency"),  to  Landlord in monthly  installments  on the days on which the
 Rent  would  have been  payable  under  this  Lease if this Lease were still in
 effect,  and  Landlord  shall be entitled to recover  from Tenant each  monthly
 installment of the Deficiency as the same shall arise.

          (b) Damages.  At any time after an Event of Default and termination of
 this Lease, whether or not Landlord shall have collected any monthly Deficiency
 as set forth in Section  14.2,  Landlord  shall be  entitled  to  recover  from
 Tenant, in lieu of continuing  monthly payments for the Deficiency,  and Tenant
 shall pay to  Landlord,  on  demand,  as and for  final  damages  for  Tenant's
 default,  an amount equal to the  difference  between the then present worth of
 the aggregate of the Base Rent and Additional  Rent and any other charges to be
 paid by Tenant  hereunder for the remainder of the term of this Lease,  and the
 then present worth of the then aggregate  fair and reasonable  fair market rent
 of the Premises for the same period,  net of the costs and expenses  referenced
 in Section  14.2(a)(ii).  In the  computation of present worth, a discount rate
 equal to the  discount  rate of the Federal  Reserve  Bank of New York plus one
 percent (1%) shall be employed. If the Premises, or any portion thereof,  shall
 be relet by Landlord on commercially reasonable terms for the unexpired term of
 this Lease, or any part thereof,  before  presentation of proof of such damages
 to any court,  commission  or tribunal,  the amount of Rent  reserved upon such
 reletting  shall,  prima facie, be the fair and reasonable fair market rent for
 the  part  or the  whole  of the  Premises  so  relet  during  the  term of the
 reletting. Nothing herein contained or contained in Section 14.2 shall limit or
 prejudice  the right of Landlord to prove for and obtain,  as damages by reason
 of such  expiration or  termination,  an amount equal to the maximum allowed by
 any  statute  or rule of law in  effect at the time  when,  and  governing  the
 proceedings in which, such damages are to be proved, whether or not such amount
 be  greater,  equal to or less than the amount of the  difference  referred  to
 above.

          (c) Reentry and Removal. Upon the occurrence of an Event of Default by
 Tenant,  Landlord shall also have the right,  with or without  terminating this
 Lease,  to reenter the  Premises to remove all  persons and  property  from the
 Premises.  Such  property  may be removed and stored in a public  warehouse  or
 elsewhere at the cost of and for the account of Tenant. If Landlord shall elect
 to reenter the  Premises,  Landlord  shall not be liable for,  and Tenant shall
 indemnify  and hold Landlord  harmless  for,  damages by reason of such reentry
 except for Landlord's gross negligence or willful misconduct.

          (d) No  Termination;  Recovery of Rent.  If Landlord does not elect to
 terminate this Lease as provided in this Section 14.2,  then Landlord may, from
 time to time,  recover all Rent as it becomes due under this Lease. At any time
 thereafter,  Landlord may elect to terminate this Lease and to recover  damages
 to which Landlord is entitled pursuant to this Article 14.

          (e) Reletting the Premises. In the event that Landlord should elect to
 terminate this Lease,  Landlord shall use  commercially  reasonable  efforts to
 relet the  Premises on  commercially  reasonable  terms,  in which event it may
 execute any new lease in its own name.  Tenant hereunder shall have no right or
 authority  whatsoever to collect any Rent from such tenant. The proceeds of any
 such reletting shall be applied as follows:

                  (i) First, to the payment of any indebtedness  other than Rent
 due hereunder from Tenant to Landlord,  including but not limited to reasonable
 storage  charges or  reasonable  brokerage  commissions  owing  from  Tenant to
 Landlord as the result of such reletting;

                  (ii)  Second,  to the  payment  of the  reasonable  costs  and
 expenses of reletting the  Premises,  including  alterations  and repairs which
 Landlord, in its sole discretion, reasonably deems necessary in connection with
 such  re-letting  and  reasonable  attorneys'  fees  incurred  by  Landlord  in
 connection with the retaking of the said Premises and such reletting;

                  (iii) Third,  to the payment of Rent and other charges due and
 unpaid hereunder, and

                  (iv) under this Lease.

          Fourth,  to the  payment of future Rent and other  damages  payable by
Tenant

                  The parties  hereto shall,  and they hereby do, waive trial by
 jury in any  action,  proceeding,  or  counterclaim  brought  by  either of the
 parties hereto against the other on any matters

<PAGE>

whatsoever  arising  out of,  or in any way  connected  with,  this  Lease,  the
relationship  of Landlord and Tenant,  Tenant's use or occupancy of the Premises
and/or Of  Office  Complex,  and/or  claim or  injury  or  damage.  In the event
Landlord  commences any proceeding to enforce this Lease or the  Landlord/Tenant
relationship  between  the  parties  or for  nonpayment  of Rent (of any  nature
whatsoever)  or  additional  monies due  Landlord  from Tenant under this Lease,
Tenant will not interpose any  counterclaim of whatever nature or description in
any such  proceedings.  In the event Tenant must,  because of  applicable  court
rules,  interpose  any  counterclaim  or other  claim  against  Landlord in such
proceedings,  Landlord and Tenant  covenant  and agree that,  in addition to any
other lawful remedy of Landlord,  upon motion of Landlord,  such counterclaim or
other  claim  asserted  by  Landlord  shall  be  severed  out of the  proceeding
instituted by Landlord  (and, if necessary,  transferred to a court of different
jurisdiction), and the proceedings,  instituted by Landlord may proceed to final
judgment  separately and apart from and without  consolidation with or reference
to the status of each counterclaim or any other claim asserted by Tenant.

          Section 14.3 Written  Notice of Termination  Required.  Landlord shall
 not be  deemed  to have  terminated  this  Lease  and  the  Tenant's  right  to
 possession of the  leasehold or the liability of Tenant to pay Rent  thereafter
 to accrue or its  liability  for damages  under any of the  provisions  hereof,
 unless Landlord shall have notified Tenant in writing that it has so elected to
 terminate  this  Lease.  Tenant  covenants  that the service by Landlord of any
 notice pursuant to the applicable  unlawful  detainer  statutes of the state in
 which the Office  Complex is located and the Tenant's  surrender of  possession
 pursuant to such notice  shall not (unless  Landlord  elects to the contrary at
 the time of, or at any time subsequent to the service of, such notice, and such
 election  be  evidenced  by a  written  notice  to  Tenant)  be  deemed to be a
 termination of this Lease or of Tenant's right to possession thereof.

          Section 14.4 Remedies Cumulative;  No Waiver. All rights,  options and
 remedies of Landlord  contained in this Lease shall be construed and held to be
 cumulative,  and no one of them shall be exclusive  of the other,  and Landlord
 shall  have the right to pursue  any one or all of such  remedies  or any other
 remedy  or relief  which may be  provided  at law or in equity  whether  or not
 stated in this Lease,  including,  without limitation,  the right of self help,
 but subject to all applicable provisions of this Lease.

          No waiver by Landlord or Tenant  ("Waiving  Party") of a breach of any
 of the  terms,  covenants  or  conditions  of this  Lease  by the  other  party
 ("Breaching Party") shall be construed or held to be a waiver of any succeeding
 or  preceding  breach  of the same or any other  term,  covenant  or  condition
 therein  contained.  No waiver of any default of the Breaching  Party hereunder
 shall be implied from any  omission by the Waiving  Party to take any action on
 account of such default if such default persists or is repeated, and no express
 waiver shall affect default other than as specified in said waiver. The consent
 or  approval  by the  Waiving  Party  to or of any act by the  Breaching  Party
 requiring the Waiving  Party's consent or approval shall not be deemed to waive
 or render  unnecessary  the  Waiving  Party's  consent  to or  approval  of any
 subsequent similar acts by the Breaching Party.

          Section  14.5 Legal  Costs.  Tenant  shall  reimburse  Landlord,  upon
 demand,  for any costs or expenses  incurred by Landlord in connection with any
 Event of Default of Tenant  under this Lease,  whether or not suit is commenced
 or judgment entered.  Such costs shall include  reasonable legal fees and costs
 incurred  for  the  negotiation  of a  settlement,  enforcement  of  rights  or
 otherwise.  Furthermore,  if any action for an Event of Default to enforce  the
 provisions of this Lease is commenced,  the court in such action shall award to
 the party in whose favor a judgment is entered a reasonable  sum as  attorneys'
 fees and  costs.  Such  attorneys'  fees and costs  shall be paid by the losing
 party in such action at such time as it is no longer subject to appeal.  Tenant
 shall also  indemnify  Landlord  against and hold  Landlord  harmless  from all
 costs, expenses, demands and liability incurred by Landlord if Landlord becomes
 or is made a party to any claim or action (a)  instituted by Tenant,  or by any
 third  party  against  Tenant;  (b) for  foreclosure  of any lien for  labor or
 material furnished to or for Tenant or such other person; (c) otherwise arising
 out of or resulting from any act or transaction of Tenant or such other person;
 or  (d)  necessary  to  protect  Landlord's  interest  under  this  Lease  in a
 bankruptcy proceeding,  or other proceeding under Title 11 of the United States
 Code, as amended. Tenant shall defend Landlord against any such claim or action
 at Tenant's  expense  with  counsel  reasonably  acceptable  to Landlord or, at
 Landlord's  election,  Tenant shall reimburse Landlord for any reasonable legal
 fees or costs incurred by Landlord in any such claim or action.

          In addition,  Tenant shall pay Landlord's  reasonable  attorneys' fees
 incurred  in  connection  with  Tenant's  request  for  Landlord's  consent  in
 connection  with  any  act  which  Tenant  proposes  to do and  which  requires
 Landlord's consent.

          Section 14.6 Waiver of Damages for Reentry. Intentionally Deleted.

<PAGE>

          Section 14.7 Tenant  Self-Help.  Tenant may provide  Landlord  written
 notice if Landlord  fails to (i) comply with any of its repair and  maintenance
 obligations  under this Lease,  or (ii) comply with its  obligations to provide
 services under the terms of this Lease,  both subject to Unavoidable  Delay (as
 defined in the Work  Agreement).  Tenant's  written  notice  shall  specify the
 action required to be taken, demand that Landlord proceed with such action, and
 indicate  that Tenant may  perform on  Landlord's  behalf if Landlord  fails to
 timely  respond.  Landlord  shall,  within seven (7) days after receipt of such
 notice (or  immediately  after receipt of such notice if Landlord's  failure to
 comply  with  its  Lease  obligations  gives  rise to an  emergency),  commence
 investigation  of the cause of the asserted  problem.  Landlord  shall promptly
 commence such repair or  replacement,  or other action,  and diligently  pursue
 completion thereof. In the event that (x) Landlord fails to respond to Tenant's
 notice  within the  foregoing  seven (7) day  period,  or (y) fails to promptly
 commence,  diligently  pursue and  ultimately  complete same within thirty (30)
 days  of  commencement  (or  such  shorter  or  longer  period  of  time  as is
 commercially  reasonable  under  the  circumstances)  any  action  set forth in
 clauses (i) and (ii) above,  then, if the repair,  replacement  or other action
 required to be taken does not affect the structure of the Building and does not
 affect the  mechanical,  electrical,  plumbing or other base  building  systems
 then,  upon written  notice to Landlord,  Tenant shall have the right to effect
 such repair or  replacement,  or pursue such other action as may  reasonably be
 necessary in order to correct the  condition;  provided,  however,  in no event
 shall Landlord be liable for consequential or punitive damages.  Landlord shall
 reimburse  Tenant  on  demand  for all of the  reasonable  costs  and  expenses
 incurred by Tenant in connection with such foregoing  remedial  activities plus
 an  administrative  overhead charge equal to twenty percent (20%) of the actual
 cost of repair. Any repair, replacement or other work performed by Tenant shall
 be performed in a good and workmanlike manner and in strict compliance with any
 Federal,  state,  local and municipal laws, rules,  regulations and ordinances,
 and shall be performed by licensed and bonded  contractors  carrying  customary
 insurance  coverage,  which insurance  shall include  Landlord as an additional
 insured.  Notwithstanding anything to the contrary contained herein, no payment
 by Tenant shall be  construed  as a waiver of a default by Landlord  under this
 Section 14.7.

                                   ARTICLE 15
                             SUBORDINATION/ESTOPPEL

          Section  15.1  Lease  Subordinate.  This Lease  shall be  subject  and
 subordinate to any mortgage,  deed of trust or ground lease now encumbering the
 Premises, the Office Complex, the Property, or any portion thereof by Landlord,
 its  successors  or assigns.  The  foregoing  subordination  shall be effective
 without the necessity of the execution and delivery of any further  instruments
 on the  part of  Tenant  to  effectuate  such  subordination.  Provided  Tenant
 receives a non-disturbance agreement  substantially in the form attached hereto
 as Exhibit C, this Lease shall be further subject and subordinate to any future
 mortgages,  deeds of trust or ground leases and any  amendments,  replacements,
 renewals and extensions  thereof.  Tenant agrees at any time hereafter,  within
 fifteen (15) days  following  demand,  to execute and deliver any  instruments,
 releases, or other documents that may be reasonably required for the purpose of
 subjecting and subordinating this Lease, as above provided,  to the lien of any
 such mortgage,  deed of trust or ground lease, provided such documents shall be
 reasonably  acceptable to Tenant. It is agreed,  nevertheless,  that as long as
 Tenant is not in default in the payment of Base Rent,  Additional Rent, and the
 payment  of other  charges  to be paid by  Tenant  under  this  Lease,  and the
 performance  of all  covenants,  agreements  and  conditions to be performed by
 Tenant under this Lease  beyond any  applicable  notice and cure  period,  then
 neither  Tenant's right to quiet enjoyment  under this Lease,  nor the right of
 Tenant to continue to occupy the Premises and to conduct its business  thereon,
 in accordance with the terms of this Lease as against any Landlord,  mortgagee,
 trustee, or their successors or assigns shall be interfered with.

          Section 15.2  Attornment.  Subject to the terms of this Article 15, in
 the event the holder of any  mortgage,  deed of trust or ground  lease shall at
 any time elect to have this Lease  constitute a prior and superior  lien to its
 mortgage, deed of trust or ground lease, then, and in such event, upon any such
 holder or landlord notifying Tenant to that effect in writing, this Lease shall
 be deemed prior and superior in lien to such  mortgage,  deed of trust,  ground
 lease,  whether  this Lease is dated  prior or  subsequent  to the date of such
 mortgage,  deed of  trust  or  ground  lease  and  Tenant  shall  execute  such
 attornment agreement as may be reasonably requested by said holder or landlord,
 provided the form and content  thereof are reasonably  acceptable to Tenant and
 contain recognition and non-disturbance covenants satisfactory to Tenant.

          Section 15.3 Tenant's Notice of Default.  Tenant agrees,  provided the
 mortgagee,  ground  landlord or trust deed holder  under any  mortgage,  ground
 lease,  deed of trust or other  security  instrument  ("Mortgagee")  shall have
 notified  Tenant in writing (by the way of a notice of  assignment  of lease or
 otherwise)  of its address,  Tenant shall give such  Mortgagee,  simultaneously
 with delivery of notice to Landlord, by registered or certified mail, a copy of
 any such notice of default  served upon  Landlord.  Tenant  further agrees that
 said Mortgagee shall have the right to cure any alleged default during the same
 period that Landlord has to cure such default.

          Section 15.4 Estoppel  Certificates.  Landlord and Tenant shall,  each
 without  charge at any time and from  time to time,  within  fifteen  (15) days
 after written request by the other party,  but not

<PAGE>

 more frequently than two (2) times in any twelve month period,  certify, to the
 extent true, by written instrument,  duly executed,  acknowledged and delivered
 to any  mortgagee,  assignee  of a  mortgagee,  proposed  mortgagee,  or to any
 purchaser or proposed  purchaser,  or to any other person transacting  business
 with Landlord or Tenant and relating to the Premises:

          (a) That this Lease (and all guaranties,  if any) is unmodified and in
 full force and effect (or, if there have been  modifications,  that the same is
 in full force and effect, as modified, and stating the modifications);

          (b) The dates to which the Base Rent or Additional Rent have been paid
in advance;

          (c) Whether or not there are then existing any breaches or defaults by
 such party or the other party  known by such party under any of the  covenants,
 conditions,  provisions, terms or agreements of this Lease, and specifying such
 breach or default,  if any, or any setoffs or defenses  against the enforcement
 of any covenant,  condition,  provision, term or agreement of this Lease (or of
 any guaranties) upon the part of Landlord or Tenant (or any guarantor),  as the
 case may be, to be performed or complied with (and, if so,  specifying the same
 and the steps being taken to remedy the same); and

          (d) Such other  statements or certificates as Landlord,  Tenant or any
 mortgagee may reasonably request.

          It is the intention of the parties hereto that any statement delivered
 pursuant to this Section may be relied upon by any of such parties  transacting
 business with  Landlord or Tenant and relating to the Premises.  If Landlord or
 Tenant does not deliver  such  statement  to the  requesting  party within such
 fifteen (15) day period,  and such failure  continues  for five (5)  additional
 days  following  receipt of a second notice  stipulating  that such  continuing
 failure shall have the consequences set forth herein, the requesting party, and
 any applicable  party  transacting  business  relative to the Premises with the
 requesting  party, may conclusively  presume and rely upon the following facts:
 (i) that the terms and provisions of this Lease have not been changed except as
 otherwise  represented  by the requesting  party;  (ii) that this Lease has not
 been  canceled  or  terminated  and is in full  force  and  effect,  except  as
 otherwise  represented by the requesting  party; that the current amount of the
 Base Rent is as represented by the  requesting  party;  that there have been no
 subleases  or  assignments  of the Lease;  (iii) that not more than one month's
 Base  Rent or other  charges  have  been  paid in  advance;  and (iv)  that the
 requesting  party  is not in  default  under  the  Lease.  In such  event,  the
 non-requesting party shall be estopped from denying the truth of such facts.

                                   ARTICLE 16
                                  MISCELLANEOUS

          Section  16.1  Time is of the  Essence.  Time is of the  essence  with
 respect to the  performance  of every  provision of this Lease in which time of
 performance is a factor.

          Section  16.2  Memorandum  of Lease.  Upon not less than ten (10) days
 prior written request by either party,  the parties hereto agree to execute and
 deliver to each other a Memorandum Lease, in recordable form, setting forth the
 following:

          (a)     The date of this Lease;

          (b)     The parties to this Lease;

          (c)     The term of this Lease;

          (d)     The legal description of the Premises; and

          (e)     Such other matters reasonably  requested by Landlord or Tenant
                  to be stated therein.

          The cost of recording the  memorandum  and all taxes  related  thereto
 shall be at the expense of the requesting party. Upon the expiration or earlier
 termination  of this  Lease,  or upon  the  termination  of  Tenant's  right to
 possession of the Premises, Tenant shall execute and deliver to Landlord within
 ten  (10)  days  after  receipt  of  Landlord's  written  request  therefor,  a
 termination of such  memorandum of lease.  In the event Tenant fails to deliver
 such  termination of the memorandum of lease to Landlord upon the expiration of
 such ten (10) day period,  Landlord  shall be  permitted  to execute and record
 such termination,  and Tenant hereby appoints Landlord as its  attorney-in-fact
 to execute such  termination  on behalf of Tenant.  The terms and conditions of
 this Section 16.2 shall  survive the  expiration or early  termination  of this
 Lease.

          Section  16.3 Joint and Several  Liability.  All parties  signing this
 Lease as Tenant shall be jointly and severally  liable for all  obligations  of
 Tenant.

          Section 16.4 Broker.  Landlord and Tenant represent to each other that
 they have not dealt with any  brokers  in  connection  with this  Lease  except
 Julien J. Studley, inc. and The Charles E.

<PAGE>

 Smith Companies, who will be paid by Landlord pursuant to a separate agreement.
 Landlord and Tenant shall  indemnify and hold each other  harmless  against any
 claims for brokerage or other commissions  arising by reason of a breach of the
 aforesaid representation and warranty .

          Section 16.5 Notices.  All notices,  demands and requests  shall be in
 writing,  and shall be effectively served by forwarding such notice,  demand or
 request by certified or  registered  mail,  postage  prepaid,  or by commercial
 overnight courier service, or by hand delivery with signed receipts,  addressed
 as follows:

          (a) If addressed to Tenant:

          Stanford  Telecommunications,  Inc. (prior to the  Commencement  Date)
 1761 Business  Center Drive Suite 300 Reston,  Virginia 20190 Attn: Kim Kreider
 (after the Commencement Date: The Premises)

          with a copy to:

          Watt Tieder & Hoffer 7929 Westpark Drive,  Suite 400 McLean,  Virginia
 22102 Attn: John G. Lavoie, Esq.

          (b) If addressed to Landlord:

          Opus  East,  L.L.C.  6707  Democracy  Boulevard  Suite 5 10  Bethesda,
 Maryland 208

          with a copy to:

          Opus U.S.  Corporation  700 Opus  Center  9900  Bren Road  Minnetonka,
 Minnesota 55343 Attn: Dan F. Nicol, Esq.

          and

          Hazel & Thomas, P.C. 3110 Fairview Park Drive Suite 1400 Falls Church,
 Virginia 22042 Attn: Donna P. Shafer, Esq.

          or at  such  other  address  as  Landlord  and  Tenant  may  hereafter
 designate  by written  notice to the other  party.  The  effective  date of all
 notices shall be (i) three (3) days after the date of mailing if sent by United
 States  Postal  Service,  (ii) the  date of  delivery  if sent by a  nationally
 recognized  overnight courier service,  or (iii) the date of receipt if sent by
 hand delivery with signed receipts.

          Section  16.6  Landlord's  Agent.  All rights and remedies of Landlord
 under this Lease or that may be  provided by law may be executed by Landlord in
 its  own  name  individually,  or in the  name  of its  agent,  and  all  legal
 proceedings for the enforcement of any such rights or remedies, including those
 set forth in Article 14, may be commenced and  prosecuted to final judgment and
 execution by Landlord in its own name or in the name of its agent.

          Section  16.7 Quiet  Possession.  Landlord  covenants  and agrees that
 Tenant,  upon paying the Base Rent,  Additional  Rent and other charges  herein
 provided for and observing and keeping the covenants, agreements and conditions
 of this Lease on its part to be kept and performed,  shall lawfully and quietly
 hold,  occupy and enjoy the  Premises  during  the term of this  Lease  without
 hindrance or molestation by Landlord or by any person claiming under or through
 Landlord.

          Section 16.8  Successors  and Assigns.  The covenants  and  agreements
 herein  contained  shall  bind and inure to the  benefit of the  Landlord,  its
 successors and assigns, and Tenant and its permitted successors and assigns.

          Section  16.9  Severability.  If any term or  provision  of this Lease
 shall to any extent be held invalid or  unenforceable,  the remaining terms and
 provisions  of this  Lease  shall not be  affected  thereby,  but each term and
 provision  of this Lease  shall be valid and  enforced  to the  fullest  extent
 permitted by law. This Lease shall be construed and enforced in accordance with
 the laws of the state in which the Premises are located.

          Section 16.10 No Abandonment or Waste.  Tenant  covenants not to do or
 suffer any waste or damage or disfigurement or injury to the Premises or Office
 Complex.

          Section 16.11  Transfers by Landlord.  The term  "Landlord" as used in
 this Lease so far as  covenants  or  obligations  on the part of  Landlord  are
 concerned  shall be limited to mean and include only the owner or owners of the
 Office  Complex at the time in  question,  and in the event of any  transfer or
 transfers or  conveyances  the then grantor  shall be  automatically  freed and
 released (except to the extent otherwise provided in Section 16.20 hereof) from
 all  liability  accruing from and After the date of such transfer or conveyance
 as

<PAGE>

 respects the  performance of any covenant or obligation on the part of Landlord
 contained  in this  Lease to be  performed  so long as the  successor  landlord
 agrees  to  assume  the  original  landlord's  obligations  and a copy  of such
 instrument  is promptly  delivered  to Tenant.  It is intended  hereby that the
 covenants and obligations contained in this Lease on the part of Landlord shall
 be binding on the  Landlord,  its  successors  and assigns,  only during and in
 respect to their respective successive periods of ownership.

          In the event of a sale or conveyance by Landlord of the Office Complex
 or any part of the Office Complex,  the same shall operate to release  Landlord
 from any  future  liability  upon any of the  covenants  or  conditions  herein
 contained and in such event Tenant agrees to look solely to the  responsibility
 of the successor in interest of Landlord in and to this Lease. This Lease shall
 not be affected by any such sale or conveyance,  and Tenant agrees to attorn to
 the  purchaser or grantee,  which shall be  personally  obligated on this Lease
 only so long as it is the owner of  Landlord's  interest  in and to this Lease.
 Notwithstanding  anything to the  contrary  contained  in this  Section  16.11,
 Landlord shall not assign its interest in this Lease prior to the  Commencement
 Date without the prior written consent of Tenant.

          Section  16.12  Headings.  The  marginal  or topical  headings  of the
 several articles and sections are for convenience only and do not define, limit
 or construe the contents of said articles and sections.

          Section 16.13 Written  Agreement.  All  preliminary  negotiations  are
 merged  into and  incorporated  in this Lease,  except for  written  collateral
 agreements executed contemporaneously herewith.

          Section  16.14  Modifications  or  Amendments.  This Lease can only be
 modified or amended by an agreement in writing signed by the parties hereto. No
 receipt of money by Landlord from Tenant or any other person after  termination
 of this Lease or after the service of any notice or after the  commencement  of
 any  suit,  or after  final  judgment  for  possession  of the  Premises  shall
 reinstate, continue or extend the term of this Lease or affect any such notice,
 demand or suit, or imply consent for any action for which Landlord's consent is
 required,  unless  specifically  agreed to in writing by Landlord.  Any amounts
 received by Landlord may be  allocated to any specific  amounts due from Tenant
 to Landlord as Landlord determines.

          Section  16.15  Landlord  Control.  Landlord  shall  have the right to
 temporarily  close any portion of the building  area or land area to the extent
 as may, in Landlord's  reasonable opinion, be necessary to prevent a dedication
 thereof or the accrual of any rights to any person or the public therein.

          Section 16.16  Utility  Easement.  Provided  such does not  materially
 interfere with Tenant's  business or reduce the size or utility of the Premises
 as contemplated by this Lease,  Tenant shall permit Landlord (or its designees)
 to erect, use, maintain, replace and repair pipes, cables, conduits,  plumbing,
 vents,  and  telephone,  electric  and other wires or other  items,  in, to and
 through the  Premises,  as and to the extent that Landlord may now or hereafter
 deem necessary or appropriate  for the proper  operation and maintenance of the
 Office Complex.

          Section 16.17 Not Binding Until Properly Executed. Employees or agents
 of  Landlord  have no  authority  to make or  agree  to make a lease  or  other
 agreement  or  undertaking  in  connection  herewith.  The  submission  of this
 document  for  examination  does  not  constitute  an  offer  to  lease,  or  a
 reservation of, or option for, the Premises.  This document  becomes  effective
 and binding only upon the execution and delivery  hereof by the proper officers
 of Landlord and by Tenant.  Tenant  confirms  that Landlord and its agents have
 made no  representations or promises with respect to the Premises or the making
 of or entry into this Lease except as in this Lease  expressly  set forth,  and
 agrees that no claim or liability shall be asserted by Tenant against  Landlord
 for,  and  Landlord   shall  not  be  liable  by  reason  of,   breach  of  any
 representations  or promises not  expressly  stated in this Lease.  This Lease,
 except for the  Building  Rules and  Regulations,  in respect to which  Section
 16.18 of this  Article  shall  prevail,  can be  modified  or  altered  only by
 agreement in writing between landlord and Tenant, and no act or omission of any
 employee  or agent  of  Landlord  shall  alter,  change  or  modify  any of the
 provisions hereof.

          Section 16.18  Building Rules and  Regulations.  Tenant shall perform,
 observe  and  comply  with the  Building  Rules and  Regulations  of the Office
 Complex as set forth below, with respect to the safety, care and cleanliness of
 the  Premises  and the  Office  Complex,  and the  preservation  of good  order
 thereon,  and, upon written  notice  thereof to Tenant,  Tenant shall  perform,
 observe,  and comply with any changes,  amendments or additions thereto as from
 time to time shall be established and deemed  advisable by Landlord for tenants
 of the Office  Complex.  Notwithstanding  the foregoing,  in no event shall any
 amendments or revisions to the Rules and  Regulations  change or alter Tenant's
 obligations  or rights  under  this  Lease,  and in the event of a  discrepancy
 between the Rules and Regulations and the Lease, the Lease shall govern.

<PAGE>

          Section  16.19  Compliance  with Laws and Recorded  Covenants.  Tenant
 shall  not use the  Premises  or  permit  anything  to be done in or about  the
 Premises which will, in any way, conflict with any law,  statute,  ordinance or
 governmental  rule or regulation now in force or which may hereafter be enacted
 or  promulgated.  Tenant shall,  at its sole cost and expense,  promptly comply
 with all laws, statutes,  ordinances and governmental rules and regulations now
 in force or which may hereafter be in force,  and with the  requirements of any
 fire insurance  underwriters or other similar body now or hereafter constituted
 relating to or affecting  the  condition,  use or  occupancy  of the  Premises.
 Tenant  shall  use  the  Premises  and  comply  with  any  recorded  covenants,
 conditions,  and restrictions  affecting the Premises and the Office Complex as
 of the  commencement  of the Lease or which are recorded  during the Lease term
 following notice to and acceptance by Tenant.

          Except as specifically  provided in the Work  Agreement,  Tenant shall
 have the  responsibility  to  comply  with the  requirements  of the ADA in the
 Premises only after the Commencement  Date. As used in this Lease,  "ADA" shall
 mean the Americans with  Disabilities Act of 1991, 42 U.S.C. ss. 12.101 et seq.
 and all  regulations  applicable  thereto  promulgated  as of the  date  hereof
 (collectively, "ADA").

          Section 16.20  Obligations  Survive  Termination.  All  obligations of
 Landlord  and Tenant  hereunder  not fully  performed as of the  expiration  or
 earlier  termination  of the term of this Lease shall survive the expiration or
 earlier  termination of the term hereof,  including,  without  limitation,  all
 payment or  repayment/refund  obligations  with respect to Operating  Expenses,
 insurance  premiums,  and Real Estate Taxes and all obligations  concerning the
 condition of the Premises.

          Section 16.21 Tenant's Waiver. Intentionally Deleted.

          Section 16.22 Authorization. Landlord and Tenant shall furnish to each
 other, within ten (10) business days of written request from the other party, a
 corporate  resolution,  proof  of  due  authorization  of  partners,  or  other
 appropriate and reasonable  documentation  evidencing the due  authorization to
 enter into this Lease.

          Section 16.23 No Partnership or Joint Venture. This Lease shall not be
 deemed or construed to create or establish any  relationship  or partnership or
 joint  venture or similar  relationship  or  arrangement  between  Landlord and
 Tenant hereunder.

          Section 16.24 Landlord's Right to Substitute  Premises.  Intentionally
 Deleted.

          Section 16.25 Tenant's  Obligation to Pay Miscellaneous  Taxes. Tenant
 shall  pay,  prior to  delinquency,  all  taxes  assessed  or  levied  upon its
 occupancy of the Premises, or upon the trade fixtures,  furnishings,  equipment
 and all other  personal  property of Tenant  located in the Premises,  and when
 possible  Tenant shall cause such trade  fixtures.  furnishings,  equipment and
 other personal  property to be assessed and billed separately from the property
 of Landlord.  In the event any or all of Tenant's trade fixtures,  furnishings,
 equipment or other personal  property,  or Tenant's  occupancy of the Premises,
 shall be assessed and taxed with the property of Landlord,  Tenant shall pay to
 Landlord  its share of such taxes  within  thirty  (30) days after  delivery to
 Tenant by Landlord of a statement in writing  setting  forth the amount of such
 taxes applicable to Tenant's personal property.

          Section 16.26 Signs. In addition to the signs shown on the Final Plans
 and  Specifications,  Tenant  may erect  additional  signs on the  exterior  or
 interior of the Building or on the landscaped area adjacent  thereto,  provided
 that such sign or signs are  acceptable  to Landlord in  Landlord's  reasonable
 discretion,  and such  signs (a) do not cause  any  structural  damage or other
 damage  to the  Building;  (b) do not  violate  applicable  governmental  laws,
 ordinances,  rules or regulations; (c) do not violate any existing restrictions
 affecting the Premises;  and (d) are compatible  with the  architecture  of the
 Building and the landscaped area adjacent thereto. Landlord further agrees that
 Tenant's name and the names of its key  employees  shall be listed on the lobby
 directory of the Premises without additional cost to Tenant.

          Section 16.27 Exhibits. The following are made a part hereof, with the
 same force and effect as if specifically set forth herein:

        (a)  Exhibit  A - Legal  Description  of the Land 
        (b)  Exhibit  B - Work Agreement
        (c)  Exhibit  C - Non  Disturbance  Agreement  
        (d)  Exhibit  D - Intentionally  Deleted
        (e)  Exhibit  E - Rules and Regulations 
        (f)  Exhibit  F - Base Building

          Section 16.28 Landlord's Limited Liability. Anything contained in this
 Lease to the contrary notwithstanding, but subject to the terms of this Section
 16.28,  from and after the Final



<PAGE>

 Completion  of the Building (as defined in the Work  Agreement),  Tenant agrees
 that  Tenant  shall look  solely to the estate and  property of Landlord in the
 Premises or the proceeds  from the sale,  transfer,  foreclosure,  refinance or
 conversion thereof, and insurance and condemnation  proceeds for the collection
 of any judgment or other  judicial  process  requiring  the payment of money by
 Landlord  for any  default or breach by  Landlord  under this  Lease,  subject,
 however,  to the prior rights of any mortgagee or Landlord of the Premises.  No
 other assets of Landlord or any partners,  shareholders, or other principals of
 Landlord shall be subject to levy,  execution or other judicial process for the
 satisfaction   of  Tenant's  claim.  In  the  event  Tenant  obtains  a  final,
 non-appealable  judgment  against  Landlord,  but the  estate and  property  of
 Landlord in the  Premises  are not  sufficient  to satisfy the  judgment,  then
 Tenant may, at its option,  offset the  judgment  against Rent coming due under
 the Lease and, if the judgment  remains  unsatisfied as of the end of the term,
 extend the term and continue to offset its Rent obligations.

          Section 16.29 Rooftop Rights.  Subject to Landlord's  review and prior
 written  approval,  which shall not be  unreasonably  withheld,  and subject to
 compliance with applicable laws and all  restrictions of record,  Tenant shall,
 at all  times  during  the  term of  this  Lease,  have  the  right  to use the
 Building's  shafts  for  conduits  between  the  Premises  and the  roof of the
 Building for the  installation and maintenance of conduits and cables to extend
 to  communications  equipment  located or to be  located on the roof.  Further,
 subject to availability of space and Landlord's  prior written approval (not to
 be  unreasonably  withheld,  conditioned  or  delayed)  of the size,  location,
 esthetics,  and  height  thereof,  Tenant  shall have the right at all times to
 install  and  operate   microwave   or  satellite   dishes  or  other   antenna
 communications  system on the roof of the Building  subject to compliance  with
 all applicable laws and all restrictions of record.  Landlord's approval rights
 shall include  without  limitation,  review and approval of the  procedures and
 personnel with respect to  installation,  maintenance,  and  operation.  Tenant
 shall not be obligated to pay rental for any equipment  which may be installed.
 Use of such roof space  shall be subject to  reasonable  rules and  regulations
 specified  by Landlord and to Tenant's  obtaining  such  insurance  coverage as
 Landlord shall reasonably  require. At the expiration or earlier termination of
 the Lease, Tenant, at its expense,  shall remove the communications  equipment.
 Any work  required to restore the roof or any other part of the  Building  from
 any damage occasioned by the installation,  maintenance,  relocation or removal
 of the  communications  equipment  shall  be  borne  by  Tenant.  Tenant  shall
 indemnify  and hold  harmless  Landlord  from  all  costs,  damages,  expenses,
 liabilities,  and suits,  including reasonable  attorneys' fees,  occasioned by
 Tenant's  installation,   maintenance,   relocation,  removal  or  use  of  the
 communications equipment,  including without limitation, any damage to property
 and/or  injury  or death  to  persons  caused  thereby  from the  installation,
 maintenance,  and operation.  The installation,  maintenance,  relocation,  and
 removal of the  communications  equipment will be performed in such a manner as
 not to  interfere  with  the  operation  of the  Building.  All  communications
 equipment  shall be  maintained by the Tenant at Tenant's sole cost and expense
 in good and safe condition.  The communications  equipment shall be used solely
 by Tenant in the ordinary  course of its  business,  and Tenant shall not allow
 any parties  other than  Tenant to use such  equipment  or the rooftop  without
 Landlord's prior written consent,  not be unreasonably  withheld.  The terms of
 this Section 16.29 shall survive the expiration or earlier  termination of this
 Lease.

          Section  16.30  Parking.  Notwithstanding  anything  to  the  contrary
 contained in this Lease, if any event or action or omission by Landlord renders
 the parking areas for the Building  and/or  Tenant's  parking space  allocation
 (including  reserved  spaces,  if any)  for  whatever  reason  inaccessible  or
 unusable,  or which causes the number of parking  spaces for the Premises to be
 reduced below applicable  Loudoun County code  requirements  (which reasons may
 include but are not limited to repairs, maintenance, casualty, condemnation, or
 displacement  or  dislocation  caused by future  construction),  Landlord shall
 immediately  provide substitute parking areas for Tenant's use and its invitees
 which  areas  shall  (i)  cause no net  reduction  in  Tenant's  parking  space
 allocation,  (ii) be similarly  convenient  in terms of  location,  quality and
 safety,  and (iii) except in the case of an  emergency,  be designated by prior
 written  notice to Tenant with the exact  location of such  substitute  parking
 areas subject to Tenant's approval not to be unreasonably withheld, conditioned
 or delayed. In no event shall Landlord charge any separate or additional charge
 or rent for use of the parking areas located on the Property from time to time.

          Section 16.31 Measurement of Premises. As used in this Lease, the term
 "net  rentable  area"  shall  mean the  number of square  feet as  measured  in
 accordance  with the  June,  1996  Building  Owners  and  Managers  Association
 Standard Method of Measurement.

          Section 16.32 Renewal Option. Tenant shall have the right to renew and
 extend the term of this Lease for the Renewal  Term (herein so called) upon and
 subject to the following terms and conditions:

          Tenant may  extend  this  Lease for one (1)  Renewal  Term of five (5)
 years by  Tenant's  giving  Landlord a Renewal  Notice no more than twelve (12)
 months and no less than nine (9) months prior to the  expiration of the initial
 term. Such Renewal Term shall commence immediately

<PAGE>

 upon the  expiration  of the initial  term and upon  exercise  of such  renewal
 option the expiration date of the term shall automatically  become the last day
 of the Renewal  Term. If Tenant does not renew the Lease in a timely manner for
 the Renewal Term,  then Tenant's rights with respect to such Renewal Term shall
 expire and be of no further force and effect.

          The exercise by Tenant of the renewal  option set forth herein must be
 made, if at all, by delivery of the Renewal Notice to Landlord on or before the
 dates set forth above.  Once Tenant shall exercise such renewal option,  Tenant
 may not  thereafter  revoke such  exercise.  At Landlord's  election,  Tenant's
 renewal  option shall  terminate and be of no further force or effect if (i) an
 Event of Default exists under the Lease at the time Tenant attempts to exercise
 its renewal option, (ii) Tenant defaults under any provision of the Lease after
 exercising its renewal option and such default  continues beyond any applicable
 cure  period  provided  in the Lease,  (iii) at any time during the Term of the
 Lease,  as extended,  Tenant assigns the Lease to a third party, or (iv) at the
 time Tenant  attempts to exercise its renewal  option,  Tenant has subleased or
 has demonstrated an intention to sublease more than fifty percent (50%) or more
 of the Premises to an unrelated third party.

          Tenant shall take the Premises "as is" for the Renewal Term and, other
 than as may then be a component  of the "Fair  Market  Rental  Rate",  Landlord
 shall have no  obligation  to make any  improvements  or  alterations  to same;
 provided,  however,  Landlord  shall  comply  with its repair  and  maintenance
 obligations as set forth in this Lease.

          Annual Base Rent for the Renewal Term shall be the "Fair Market Rental
 Rate"  multiplied  by the  number of square  feet of net  rentable  area in the
 Building,  but in no event  less than the Base Rent for the last  Lease Year of
 the initial term.  Within  thirty (30) days after the date of Tenant's  Renewal
 Notice, Landlord and Tenant shall endeavor in good faith to agree upon the Fair
 Market  Rental Rate  applicable  to the  Building  for each year of the Renewal
 Term. In the event Landlord and Tenant are unable to agree upon the Fair Market
 Rental Rate within the  aforesaid  thirty (30) day period,  Landlord and Tenant
 shall each  select a broker to  determine  the Fair  Market  Rental Rate within
 thirty-five  (35) days after the date of the Renewal Notice.  Each broker shall
 make  an  independent  determination  of the  Fair  Market  Rental  Rate of the
 Building  for each year of the Renewal  Term.  If the two brokers so  appointed
 agree on the Fair Market  Rental Rate for each year of the Renewal  Term within
 forty (40) days after the date of the Renewal  Notice,  the Fair Market  Rental
 Rate shall be the amount determined by them.

          If the two brokers so appointed do not agree on the Fair Market Rental
 Rate  within  forty (40) days  after the date of the  Renewal  Notice,  the two
 brokers  shall  jointly  appoint a third  broker on or before  the  forty-fifth
 (45th) day after the date of the Renewal Notice.  The third broker shall make a
 valuation  within fifty (50) days after the date of the Renewal  Notice and the
 Fair Market  Rental  Rate for each year of the Renewal  Term shall be an amount
 equal to the quotient  obtained by dividing  the sum of the Fair Market  Rental
 Rates  determined  by the two brokers who were closest to each other in amount,
 by two.

          Each broker appointed shall be an individual of recognized  competence
 who has a minimum of ten (10) consecutive  years'  experience in the leasing of
 office space in the suburban Northern Virginia area immediately  preceding such
 engagement.  All valuations of the Fair Market Rental Rate shall be in writing,
 shall be expressed in terms of an annual rent per square foot of rentable area,
 and shall take into  consideration that the Premises are to be taken in "as is"
 condition for any renewal  period.  Each broker shall determine the Fair Market
 Rental Rate on the basis of all relevant  factors  affecting Fair Market Rental
 Rates such as  concessions  then being  offered in the  marketplace.  The party
 appointing  each  broker  shall be  obligated,  promptly  after  receipt of the
 valuation  report prepared by the broker  appointed by such party, to deliver a
 copy of such  valuation  report  to the  other  party  in the  manner  provided
 elsewhere  in this  Lease  for the  giving  of  notices.  If a third  broker is
 appointed,  the third broker shall be directed, at the time of his appointment,
 to deliver copies of his valuation  report,  promptly after its completion,  to
 Landlord  and Tenant in the  manner  provided  elsewhere  in this Lease for the
 giving of notices.  The  expenses  of each of the first two  brokers  appointed
 shall be borne by the party  appointing such broker.  The expenses of the third
 broker appointed shall be paid one-half by Landlord and one-half by Tenant.

          Tenant  shall not be  entitled  to any rental  abatement  concessions,
 additional  renewal  options or other  similar  concessions  during any Renewal
 Term,  except to the extent they  constitute part of the  determination  of the
 Fair Market Rental Rate.

          Except  as set forth  herein,  the  leasing  of the  Premises  for the
 Renewal Term shall be upon the same terms and  conditions as are applicable for
 the initial term and shall be upon and subject to all of the provisions of this
 Lease, including, without limitation, the obligation of Tenant to pay any costs
 or amounts payable by Tenant to Landlord under the Lease.

          Tenant's  rights under this Section  16.32 shall be personal to Tenant
 and shall not inure to the benefit of any  assignee or occupant of the Premises
 other than an  assignee  which is a  successor

<PAGE>

 corporation  into which or with which Tenant is merged or consolidated or which
 acquires  substantially  all  of  Tenant's  assets  and  property,  or  to  any
 subsidiary,  affiliate or parent  company of Tenant,  or any  subsidiary of the
 parent company of Tenant.

          Section 16.33 Right of First Offer to Purchase.  Landlord shall notify
 Tenant of its intent to market the Property for sale,  and shall accord  Tenant
 thirty  (30) days from the date of  notice  (which  notice  shall  include  the
 purchase  price to be sought by Landlord) to reach  agreement  with Landlord on
 terms and  conditions  of sale,  in which event,  the parties will enter into a
 contract memorializing such terms and proceed to closing. If the parties do not
 reach  agreement  within such thirty (30) day period,  Landlord  shall have the
 absolute  right to sell the  Property  to any  other  party on such  terms  and
 conditions as may be acceptable to Landlord in its sole discretion.

          Section 16.34 Indoor Air Quality.  The party  performing  the property
 management  functions  shall have the Building tested for indoor air quality on
 an annual basis. To the extent Landlord is serving as property manager, (i) the
 costs of the tests shall constitute an Operating  Expense,  (ii) Landlord shall
 promptly  provide to Tenant copies of such annual written test reports relating
 to the air quality in the Building,  or any other written report,  information,
 or data  prepared as an  evaluation  of the indoor air quality of the Building,
 and (iii) Landlord shall implement  recommendations  set forth in the report as
 appropriate  to cause  all air  quality  in the  Building  to  conform  to then
 existing  local,  state  or  federal  regulations  and  the  costs  arising  in
 connection with such implementation shall constitute Operating Expenses.

          In the event that any problem with indoor air quality  which is caused
 by the  negligent  actions or  omissions of Landlord or  Landlord's  licensees,
 employees,  agents,  contractors  or invitees  use or occupancy of the Building
 prevents  Tenant from  conducting  its  business in the  Building  for five (5)
 consecutive  business  days,  then  beginning  on the sixth  (6th)  consecutive
 business day, Tenant's obligation to pay Rent shall abate until the air quality
 condition is corrected and Tenant is able to resume its business  operations in
 the Building.

          Tenant  covenants and agrees that the Building shall be a "smoke free"
building.

          Section 16.35 Landlord's  Representations and Warranties.  Landlord is
 the contract purchaser of the Property pursuant to the Standard Retail Purchase
 and  Sale  Agreement  ("Purchase  Contract")  between  Landlord  as  buyer  and
 Washington Engineering Associates Limited Partnership ("WEALP") dated April 23,
 1997. The Purchase  Contract  contains certain  representations  and warranties
 ("Contract  Reps") from WEALP as the owner to  Landlord as the buyer.  Landlord
 represents  and warrants that the substance of the Contract Reps is included in
 the representations and warranties contained in this Section 16.35. as follows.

          In connection therewith, Landlord represents and warrants to Tenant

          (i) To the best of  Landlord's  knowledge  and  belief and based on an
 environmental  report to be  prepared by ECS  Limited,  a copy of which will be
 delivered to Tenant after receipt by Landlord, there are no Hazardous Materials
 on, in or under the  Property,  Building or Office  Complex.  Landlord  further
 represents  that the current  owner of the Property  ("Owner") has not provided
 Landlord  with,  nor has Landlord  otherwise  received,  copies of any summons,
 citation,  directive, notice, complaint, letter or other written communication,
 from the United States  Environmental  Protection Agency or other  governmental
 authority  concerning any alleged violation of any environmental law or rule or
 regulation at the Property.  Landlord further  represents and warrants that, to
 its actual knowledge, there are no buried fuel tanks within the Property or the
 Option  Parcel  (as  defined  in the  Purchase  Contract)  or  within  any land
 adjoining  or in the  immediate  vicinity of either.  The  representations  and
 warranties  contained in this Section 16.35 shall be true and correct as of the
 Commencement  Date,  and Landlord shall  indemnify  Tenant and hold it harmless
 against  any  claims,  damages,  losses or  liabilities  (including  reasonable
 attorney's fees) incurred by Tenant and arising from any breach of same.

          (ii) To the best of Landlord's knowledge and belief, the Premises will
 be in compliance with applicable laws, statutes,  ordinances and regulations in
 effect as of the  Commencement  Date.  Landlord hereby agrees that Tenant shall
 have no  responsibility  for failure of the  Premises or the Office  Complex to
 comply with applicable laws, statutes,  ordinances and regulations which are in
 effect  and  applicable  to  the  Premises  or  the  Office  Complex  as of the
 Commencement Date.

         (iii) As of the Commencement  Date, the Premises shall be in compliance
 with  all  recorded  covenants,   conditions  and  restrictions  affecting  the
 Premises.

          (iv) To the best of Landlord's knowledge and belief, the Premises will
 be in compliance with the requirements of the ADA as of the Commencement  Date.
 Landlord  further  represents  and  warrants  that the work to be  performed in
 accordance with the Work Agreement shall be in compliance with or shall be made
 to comply with the requirements of the ADA;

<PAGE>

 provided, however, Landlord shall not be responsible for any ADA non-compliance
 arising from Tenant's Space Plan prepared by Tenant's  Architect (as such terms
 are defined in the Work Agreement).

          (v) To the  best of  Landlord's  knowledge,  fiber  optic  service  is
 available to the  development  of which the Property is a part.  Landlord  will
 cooperate  with  Tenant at  Tenant's  sole cost and  expense to bring the fiber
 optic service to the Premises, if requested.

          (vi) Based on a  representation  and warranty from Owner  contained in
 the  Purchase  Contract,  Owner  has not  received  any  written  notice of any
 violation ("Violation Notice") of any applicable laws, ordinances, regulations,
 statutes,  rules and  restrictions  pertaining  to and  affecting the Property.
 Landlord further represents and warrants that it has not received any Violation
 Notice relating to the Property.

          (vii) Based on a  representation  and warranty from Owner contained in
 the Purchase  Contract,  there is no pending,  or to Owner's actual  knowledge,
 threatened  condemnation  or similar  proceeding  affecting the Property or any
 portion  thereof,  and Owner has no knowledge that any such action is presently
 contemplated.  Landlord  represents and warrants that to its actual  knowledge,
 there is no such condemnation proceeding affecting any portion of the Property,
 and Landlord does not have knowledge that a condemnation  proceeding  affecting
 the Property is contemplated.

          (viii) Based on a representation  and warranty from Owner contained in
 the  Purchase  Contract,  (a)  Owner  has  granted  to no  other  person,  firm
 corporation  or other entity any right or option to acquire the Property or any
 portion  thereof or any interest  therein  from Owner,  and (b) Owner shall not
 enter into any other agreement,  contract or option to sell the Property or any
 portion  thereof or  interest  therein  with any other  person,  firm or entity
 during the term of the  Purchase  Contract.  Landlord  represents  and warrants
 that,  to its  knowledge,  neither  Landlord  nor Owner has  granted  any other
 person, firm,  corporation or entity any right or option to acquire any portion
 of the Property or the Option Parcel.

          (ix) Based on a  representation  and warranty from Owner  contained in
 the Purchase Contract,  Owner has not received any notice regarding proceedings
 to  change  the  zoning  or land  use  classification  of the  Property  or the
 conditions applicable thereto. Landlord represents and warrants that it has not
 received any such notice to change the zoning applicable to the Property.

          (x) Based on a representation and warranty from Owner contained in the
 Purchase Contract, Owner has not received any notice that the Property was ever
 used as a landfill or as a garbage dump during the period of Owner's ownership.
 Landlord  represents  and warrants that it has not received any notice that the
 Property  was ever used as a landfill  or a garbage  dump  during the period of
 Owner's ownership.

          (xi) Based on a  representation  and warranty from Owner  contained in
 the Purchase  Contract,  neither Owner nor any of its agents or employees  have
 made unrecorded commitments or side agreements with any governmental authority,
 utility  company,  school  board,  church  or  other  religious  body,  or  any
 homeowners or homeowners'  association or with any other  organization,  group,
 party,  or  individual  (collectively,  "Side  Agreements"),  relating  to  the
 Property  which would impose an obligation  upon Landlord or its  successors or
 assigns  to  make  any  contribution  or  dedication  of  money  or  land or to
 construct,  install, or maintain any improvements of a public or private nature
 on or  off  the  Property.  Landlord  represents  and  warrants  that,  to  its
 knowledge, Owner has not entered into any such Side Agreements.

         (xii) Based on a  representation  and warranty from Owner  contained in
 the Purchase  Contract,  Owner has not received  written notice  ("Preservation
 Notice")  that the Property has been  identified  by any  governmental  body or
 private  organization as the habitat of any species of plant or animal which is
 endangered or which requires special conservation measures. Landlord represents
 and warrants that Landlord has not received any such Preservation Notice.

         (xiii) Based on a  representation  and warranty from Owner contained in
 the Purchase  Contract,  Owner has not received  written  notice that any human
 burial grounds or  archaeological  sites have been  identified as existing upon
 the Property and Owner has not received  written  notice that any  improvements
 upon the Property have been designated by any governmental  authority as having
 special  architectural  or historical  significance.  Landlord  represents  and
 warrants  that,  to its  knowledge,  the Property has not been so designated as
 having special architectural or historical significance.

          (xiv) After  Closing (as defined in the Purchase  Contract),  Landlord
 will own fee simple title to the Property,  free and clear of all restrictions,
 liens,  encumbrances,   easements,   exceptions,   covenants,   conditions  and
 reservations,  except for  Permitted  Exceptions  (as  defined in the  Purchase
 Contract), financing agreements for which Tenant has received a non-disturbance
 agreement  as  contemplated  by Section  15.1 of this  Lease,  and other  title
 matters expressly permitted by the terms of this Lease.

<PAGE>

          Section 16.36 Expansion Option.

          Landlord   intends  to  purchase  the  parcel   ("Expansion   Parcel")
 immediately  adjacent to the Land containing  approximately  5.5 acres upon the
 terms and conditions more particularly set forth in the Purchase Contract.  The
 Expansion Parcel is also known as parcel L-3. Tenant shall be entitled to lease
 the Expansion Parcel and the Expansion Building (as hereinafter defined) on the
 terms and conditions set forth in this Section 16.36.

          If Tenant  desires to lease the  Expansion  Parcel  and the  Expansion
 Building (collectively,  the "Expansion Premises"),  Tenant shall give Landlord
 written  notice prior to the first  anniversary  of the  Commencement  Date. If
 Tenant fails to timely give  Landlord  such written  notice,  time being of the
 essence,  Tenant's  expansion  option shall  automatically  expire and be of no
 further  force or  effect.  Tenant  shall not have the right to  exercise  this
 expansion  option if, at any time prior to the time Tenant  takes  occupancy of
 the  Expansion  Premises,  Tenant  has  defaulted  under the Lease  beyond  any
 applicable notice and cure period contained in the Lease.

          If Tenant  timely  gives  Landlord  written  notice  of its  desire to
 exercise its expansion  option in accordance with this Section 16.36,  Landlord
 shall commence and  thereafter  diligently  pursue  completion of the Expansion
 Building on the Expansion Parcel. As used herein, the term "Expansion Building"
 shall mean and refer to an of Office  building  containing  no less than 40,000
 square feet of net  rentable  area and  incorporating  building  materials  and
 leasehold   improvements,   the   quantity   and  quality  of  which  shall  be
 substantially  similar  to the  Building  to be  built  pursuant  to  the  Work
 Agreement.  Notwithstanding  the  foregoing,  Landlord  shall  incorporate  all
 changes to the Expansion  Building  requested by Tenant which are acceptable to
 Landlord in its sole but reasonable discretion.  Also notwithstanding  anything
 to the contrary contained in this Section 16.36,  Landlord shall be entitled to
 construct the Expansion  Building such that it contains more than 40,000 square
 feet of net rentable area, in which event (i) "Expansion  Premises"  shall only
 refer to the  number  of  square  feet of net  rentable  area in the  Expansion
 Building to be leased by Tenant  (but in no event less than 40,000  square feet
 of net rentable area), and not the entire Expansion  Building and the Expansion
 Parcel;  (ii)  Landlord  shall be  entitled  to lease the  excess  space in the
 Expansion  Building  to third  parties;  and (iii)  Landlord  shall  assume all
 property  management  responsibilities  for the  Expansion  Building and Tenant
 shall only be responsible for its proportionate share of the costs and expenses
 incurred in connection with same.

          The  Expansion  Building  shall be  constructed  within  eighteen (18)
 months of the date of Tenant's notice exercising its expansion option,  subject
 to all the same delay  provisions as are applicable to the  construction of the
 Building.  Tenant shall lease the Expansion  Premises for a minimum term of ten
 (10)  years,  commencing  on the  date of  Final  Completion  of the  Expansion
 Building, and ending on the tenth (10th) anniversary of such date.

          Tenant shall commence  payment of Base Rent,  Additional  Rent and all
 other applicable sums with respect to the Expansion  Premises  immediately upon
 Landlord's Final Completion of same. Base Rent for the Expansion Premises shall
 be equal to the product of (i) the then-currently  escalated Base Rent rate for
 the  Premises  as set forth in the  Lease,  and (ii) the  greater of (x) 40,000
 square  feet of net  rentable  area,  or (y) the  number of square  feet of net
 rentable area contained in the Expansion Premises. Base Rent for the second and
 all  subsequent  years  during  the term for the  Expansion  Premises  shall be
 recomputed in accordance with the rental  escalation  provisions  applicable to
 the  Premises,  provided the number of square feet of net rentable area for the
 Expansion  Premises  shall not be less than 40,000 for  purposes  of  computing
 rent. At the time the Expansion Premises are added to the Premises, the Term of
 the Lease for the initial  Premises shall be  automatically  extended such that
 the Term of the Lease for both the initial Premises and the Expansion  Premises
 shall expire on the tenth (l0th) anniversary of the date of Final Completion of
 the Expansion Premises, unless sooner terminated.

          Tenant's  rights under this Section  16.36 shall be personal to Tenant
 and shall not inure to the benefit of any  assignee or occupant of the Premises
 other than an  assignee  which is a  successor  corporation  into which or with
 which Tenant is merged or consolidated or which acquires  substantially  all of
 Tenant's assets and property, or to any subsidiary, affiliate or parent company
 of Tenant, or any subsidiary of the parent company of Tenant.

          Landlord  and Tenant  acknowledge  that,  given the  uncertainties  of
 Tenant's expansion needs and Landlord's opportunities to accommodate additional
 parties in the Expansion Building,  it is not possible to set out all the terms
 and conditions  relative to Tenant's  leasing the Expansion  Premises as of the
 date of this  Lease.  As such,  if  Tenant  exercises  its  expansion  right in
 accordance  with the terms of this Lease,  Landlord and Tenant  shall,  in good
 faith, negotiate a lease amendment which addresses all matters relative to such
 expansion;  provided, however, the parties agree that, to the extent reasonably
 possible,  the leasing of the Expansion Premises shall be on and subject to the
 same terms and  conditions  as are  applicable  to the  leasing of the  initial
 Premises.  In the event Landlord and Tenant are unable to finalize the terms of
 the lease amendment within sixty (60) days after the date on which Tenant gives
 Landlord written notice exercising the option,

<PAGE>

 Tenant's Expansion Option shall automatically expire and be of no further force
 and effect unless the sixty (60) day period is extended by mutual  agreement of
 Landlord and Tenant.

          Section  16.37  Refurbishing.  In the  event  Tenant  elects to paint,
 re-carpet or make other leasehold  improvements to the Premises After the fifth
 (5th)  anniversary of the Commencement  Date,  Landlord shall,  subject to this
 Section  16.37,  finance a portion of Tenant's  costs  incurred  in  connection
 therewith  up to an amount  equal to the  product  of $5.00  and the  number of
 square feet of net  rentable  area  contained  in the  Premises  ("Refurbishing
 Loan").  The items for which the proceeds of the Refurbishing  Loan may be used
 shall be subject to Landlord's prior written approval,  such approval not to be
 unreasonably withheld.

          If Tenant desires the Refurbishing Loan, then prior to the sixth (6th)
 anniversary  of the  Commencement  Date Tenant shall  deliver to Landlord (i) a
 certificate  signed by an officer of Tenant stating that the refurbishing  work
 is complete;  (ii) final lien waivers from all  subcontractors  performing  the
 refurbishing work; and (iii) paid invoices related to the refurbishing work. So
 long as Tenant is not then in default  under the terms of the Lease  beyond any
 applicable  notice and cure period  provided in Section 14.1  hereof,  Landlord
 shall disburse the Refurbishing Loan proceeds to Tenant within thirty (30) days
 of receipt of the items referenced above.

          The  Refurbishing  Loan  shall  bear  interest  at 9% per  annum  (the
 "Interest  Rate").  Commencing  on  the  first  (1st)  day of  the  month  next
 succeeding the date on which the Refurbishing  Loan proceeds are distributed to
 Tenant and continuing monthly thereafter,  Tenant shall pay to Landlord monthly
 installments  sufficient in amount to fully amortize all principal and interest
 during the period  remaining in the Term of the Lease  (approximately 5 years).
 Such payments shall, for collection and Default purposes, constitute Additional
 Rent.

          The entire unpaid balance of the Refurbishing Loan,  including accrued
 and  unpaid  interest,  shall be  accelerated  and become  immediately  due and
 payable in full upon the  expiration or earlier  termination of the Term of the
 Lease.

          All  refurbishing  work shall be carried  out in  accordance  with the
 provisions of this Lease,  including,  without  limitation,  the  provisions of
 Article 8 governing improvements to the Premises by Tenant.

          Section  16.38 Site  License.  Landlord  acknowledges  that  Tenant is
 currently  negotiating with WEALP for a license to allow Tenant to maintain and
 operate a telescope  on other  property  owned by WEALP in the  vicinity of the
 Property.  If, at any time  during the term of this  Lease,  Tenant  desires to
 relocate the telescope onto the Property or the Expansion Parcel, then provided
 Tenant is not in default beyond any applicable notice and cure period, Landlord
 and Tenant  shall use good faith  efforts to  negotiate  a mutually  acceptable
 license  agreement for the relocation of the telescope onto the Property or the
 Expansion Parcel.

          IN WITNESS  WHEREOF the parties have executed this Lease as of the day
 and year first above written.

          Landlord:

          Opus East, L.L.C.

          By                                     [SEAL]

          Its PRESIDENT

          Tenant:

          Stanford Telecommunications, Inc.

          By

          Its                                    [SEAL]