<PAGE>

                            [LETTERHEAD]
                                THE
                                HOLLADAY
                                CORPORATION

3400 Idaho Avenue, N.W., Suite 500, Washington, D.C. 20016 202-362-2400
-----------------------------------------------------------------------------
                                                          BUSINESS PARK LEASE

TENANT:  COMPUTER LEARNING CENTERS, INC., a Delaware corporation  SUITE: 200
         -------------------------------------------------------         ---
                                 LEASE AGREEMENT
                                Table of Contents

<TABLE>

<S>  <C>                                                                <C>

1.  PREMISES..........................................................  1
2.  TERM..............................................................  1
3.  RENTAL............................................................  1
4.  ADDITIONAL RENT...................................................  1
5.  RENT ADJUSTMENT...................................................  1
6.  PAST DUE RENT, DISHONORED CHECKS AND LATE CHARGES.................  2
7.  USE OF DEMISED PREMISES...........................................  2
8.  COMMON AREAS......................................................  2
9.  PARKING...........................................................  2
10. DEPOSITS..........................................................  2
11. SUBLETTING AND ASSIGNMENT.........................................  2
12. UPKEEP AND SURRENDER OF DEMISED PREMISES..........................  2
13. ALTERATIONS.......................................................  3
14. FLOOR LOADING.....................................................  3
15. TENANT'S EQUIPMENT................................................. 3
16. NOTICE OF DEFECTS.................................................  3
17. LIABILITY.........................................................  3
18. SIGNS.............................................................  3
19. ORDINANCES, REGULATIONS AND RULES.................................  4
20. INDEMNITY.........................................................  4
21. ENTRY FOR REPAIRS AND INSPECTION..................................  4
22. INTERRUPTION OF SERVICES OR UTILITIES.............................. 4
23. INSURANCE.........................................................  4
24. DAMAGE BY FIRE OR OTHER CASUALTY..................................  5
25. EMINENT DOMAIN....................................................  5
26. BANKRUPTCY OR INSOLVENCY..........................................  5
27. DEFAULTS AND REMEDIES.............................................  5
28. WAIVER............................................................  6
29. SUBORDINATION.....................................................  6
30. ESTOPPEL CERTIFICATES.............................................  6
31. FINANCING REQUIREMENTS............................................  6
32. NO RECOURSE TO LANDLORD...........................................  7
33. HOLDING OVER......................................................  7
34. SUBMISSION OF LEASE...............................................  7
35. COVENANTS OF LANDLORD............................................   7
36. FORCE MAJEURE.....................................................  7
37. LIEN FOR RENT.....................................................  7
38. WAIVER OF TRIAL BY JURY...........................................  7
39. ATTORNEY'S FEES...................................................  7
40. BROKERS...........................................................  7
41. NOTICES...........................................................  7
42. MISCELLANEOUS.....................................................  7
43. AUTHORITY OF LANDLORD AND TENANT..................................  8
44. [INTENTIONALLY OMITTED]...........................................  8
45. HAZARDOUS MATERIALS...............................................
46. TENANT'S RIGHT TO TERMINATE.......................................
47. [INTENTIONALLY OMITTED]...........................................
48. TENANT'S WORK.....................................................

</TABLE>

EXHIBITS

Exhibit A  -  Plan of the Property on which is outlined in red the Demised 
              Premises

Exhibit A-1 - Plan of Parking for the Demised Premises

Exhibit B   - [INTENTIONALLY OMITTED.]
 
Exhibit C   - [INTENTIONALLY OMITTED.]

Exhibit D   - Certification of the Lease Commencement Date

Exhibit E   - Tenant's Signage Plans

LEASE ADDENDA

Lease Addendum One - Additional Rent

Lease Addendum Two - Exclusive

<PAGE>

                            THE HOLLADAY CORPORATION
                               BUSINESS PARK LEASE

              THIS LEASE is made this ___________________ day of _____________,
          19_____, by and between BATTLEFIELD BUILDING FIVE LIMITED PARTNERSHIP,
                                  ----------------------------------------------
          a Virginia limited partnership (hereinafter called "Landlord") and 
            ____________________________
          COMPUTER LEARNING CENTERS, INC., a Delaware corporation
          ---------------------------------------------------------------------
          ------------------------------------- (hereinafter called "Tenant").

                                WITNESSETH

                     In consideration of the mutual agreements hereinafter set
                    forth, the parties do hereby mutually agree as follows:

Premises               1. Landlord does hereby lease to Tenant and Tenant does 
                    hereby lease from Landlord, for the term and on the 
                    conditions hereinafter provided, 15,172 square feet of space
                    which 
                                                    ------
                    square footage is agreed upon and not subject to 
                    remeasurement (hereinafter referred to as the "Demised 
                    Premises") of the building situated at 7000 Infrantry 
                                                           ---------------
                    Ridge Road, Battlefield Business Park, Manassas, Virginia 
                    --------------------------------------------------------
                    22110 (the "Building")
                    --------------------------------------------------------
                    (the building and land being hereinafter referred to as the
                    "Property"), together with the right to the non-exclusive 
                    use, in common with others, of such footways, hallways, 
                    parking areas and other facilities designed for common use
                    as may be installed by Landlord. The Demised Premises are 
                    outlined in red on the plan attached hereto marked as 
                    Exhibit A and incorporated herein by reference.

Term                   2. (a) The Demised Premises are leased for a term 
                    (hereinafter called the "Term") commencing on the Lease 
                    Commencement Date (as defined in subparagraph (b) of this
                    Paragraph 2) and terminating at midnight on that date which
                    is five (5) years, zero (0) months after February 1, 1997
                       --------        --------
                    (said date of termination being hereinafter called the 
                    "Lease Termination Date"), unless the Term shall sooner 
                    cease, expire or be terminated as hereinafter provided.

                          (b) The Lease Commencement Date shall be As set forth
                    on Page 1A ________________, 19_____, and Landlord and 
                    Tenant agree that Tenant accepts the Demised Premises "as 
                    is" as of the date of this Lease subject to the other 
                    provisions of this Lease.

                     Portions of the Demised Premises shall be delivered to 
                    Tenant in two stages (Portion One is all of the Demised
                    Premises except the Broker Power Space and Portion Two
                    is the Broker Power Space). The Lease Commencement Date
                    (and Tenant's obligation to commence paying Rent) as to 
                    each portion of the Demised Premises shall be that date
                    which is thirty (30) days after Landlord notifies Tenant
                    that such portion is available for occupancy by Tenant.
                    Landlord shall make the entire Demised Premises available
                    for Tenant's occupancy by not later than February 1, 1997,
                    except for the approximately 1,600 square feet of space on
                    the second floor of the Building which is currently leased
                    to Broker Power (the "Broker Power Space"). As to the 
                    Broker Power Space, Landlord shall use reasonable efforts
                    to obtain from Broker Power by March 1, 1997 a signed 
                    agreement by Broker Power to vacate the Broker Power Space.
                    If Landlord has obtained said signed agreement from Broker
                    Power by March 1, 1997, then Landlord shall have sixty (60)
                    days after the date of said written agreement to make the 
                    Broker Power Space available for Tenant's occupancy. If 
                    Landlord has not obtained said signed agreement from 
                    Broker Power by March 1, 1997, then Tenant shall have 
                    the right to select vacant and available space of 
                    approximately the same size and rental rate located on
                    the first floor of the Building (the "Substitute Space"),
                    for Tenant's occupancy until such time as Landlord notifies
                    Tenant that the Broker Power Space is available for 
                    Tenant's occupancy. The Lease Commencement Date (and 
                    Tenant's obligation to commence paying Rent) as to the 
                    Broker Power Space and Substitute Space, respectively, 
                    shall be the date which is thirty (30) days after 
                    Landlord notifies Tenant that such space is available
                    for occupancy by Tenant.

                          (d) After the Lease Commencement Date, upon request 
                    of either party, Landlord and Tenant shall promptly execute,
                    acknowledge and deliver to one another a written instrument
                    certifying the Lease Commencement Date and expiration date,
                    which certificate shall be in the form set forth in Exhibit
                    D hereto.

                          (e) If Landlord shall be unable to give possession 
                    of the Demised Premises on the date of the commencement of
                    the Term hereof by reason of the fact that the Property or
                    the Demised Premises are being constructed by Landlord and
                    have not been sufficiently completed to make the Demised 
                    Premises ready for occupancy, or by reason of the fact 
                    that a certificate of occupancy has not been procured by 
                    Landlord (if procurement of same is Landlord's obligation),
                    or if Landlord is unable to give possession by reason of
                    the holding over or retention of possession of a previous
                    tenant or occupant, or if repairs, improvements or 
                    decoration of the Demised Premises or of the Property
                    are the obligation of Landlord and are not completed, 
                    Landlord shall not be subject to any liability for the 
                    failure to give possession on said date. Under such 
                    circumstances, the Rent reserved and covenanted to be 
                    paid herein shall not commence until thirty (30) days after
                    the possession of Demised Premises is given or the Demised
                    Premises are available for occupancy by Tenant, and no such
                    failure to give possession on the date of commencement 
                    shall in any other respect affect the validity of this 
                    Lease or the obligations of Tenant hereunder, nor shall
                    same be construed in any way to extend the Term of this 
                    Lease. If permission is given to Tenant to enter into 
                    possession of the Demised Premises prior to the date 
                    specified as the commencement of the Term of this Lease,
                    Tenant convenants and agrees that such occupancy shall 
                    be deemed to be under all of the terms, conditions, 
                    covenants and provisions of this Lease.

Rental                 3. (a) Tenant shall pay as rent (hereinafter referred to
                    as "Rent") for the Demised Premises the sum of Two Hundred 
                                                                   ------------
                    Forty-Nine Thousand Five Hundred Ninety-Five and 50/100 
                    -----------------------------------------------------------
                    Dollars ($249,595.50) per annum, such sum being payable 
                    ---------------------
                    in equal monthly installments of Twenty Thousand Seven 
                                                     --------------------------
                    Hundred Ninety-Nine and 63/100 Dollars ($20,799.63), the
                    ---------------------------------------------------
                    first installment being due and payable upon execution of 
                    this Lease and the remaining installments being due and 
                    payable in advance on the first day of each and every month
                    beginning on the Lease Commencement Date at The Holladay 
                                                                ---------------
                    Corporation, 3400 Idaho Avenue, N.W., Suite 500, 
                    -----------------------------------------------------------
                    Washington, D.C. 20016
                    -----------------------------------------------------------
                    (or at such other place as Landlord may designate in a 
                    notice to Tenant), without prior demand therefor and without
                    any setoff, deduction or counterclaim whatsoever.

                          (b) If the Term of this Lease begins on a date 
                    other than the first day of a month, Rent from such other 
                    date to the first day of the following month shall be 
                    prorated at the rate of one-thirtieth (1/30th) of the 
                    fixed monthly rental for each day, payable in advance.

Additional Rent        4. The provisions of this Lease concerning Additional 
                    Rent payable by Tenant are set forth in Lease Addendum 
                    One attached hereto and incorporated herein by reference.
                    ---

Rent Adjustment        5. In addition to the Rent and Additional Rent 
                    hereinabove set forth, it is understood and agreed that 
                    the basic annual Rent set forth in Paragraph 3(a) above
                    shall, commencing with the second lease year, be in the
                    amounts set forth on the following schedule: 

                         Lease Year    Rent Per Annum     Rent Per Month
                         ----------    --------------     --------------

                             2          $257,083.36         $21,423.61

                             3          $264,783.00         $22,065.25

                             4          $272,724.68         $22,727.06
 
                             5          $280,908.39         $23,409.03

                     If during the first Lease Year only a portion of the 
                    Demised Premises has been made available for occupancy
                    by Tenant (as provided above), then the Rent for the 
                    first Lease Year stated above shall be pro rated from
                    time to time as such portions are so made available 
                    and shall be equal to the Rent (stated above) for such
                    first Lease Year multiplied by a fraction the numerator
                    of which is the square footage of the portion(s) so made
                    available for Tenant's occupancy as of the date of said
                    calculation and the denominator of which is 15,127.
                          
                     For purposes of this Lease the term "lease year" shall 
                    mean a twelve (12) month period, with the first lease 
                    year commencing on the Lease Commencement Date and ending
                    on that date which is one day prior to the first anniversary
                    of the Lease


                                       1

<PAGE>

                     Commencement Date, and each subsequent lease year shall 
                     commence on the same day of each subsequent calendar year
                     of the Term as the Lease Commencement Date and shall end 
                     on the day prior to the commencement of the next lease 
                     year.

Past Due Rent,            6. If Tenant shall fail to pay, when the same is due 
Dishonored Checks    and payable, any Rent or any Additional Rent, or any 
and Late Charges     other amounts or charges, such unpaid amounts shall 
                     bear interest from the due date thereof to the date 
                     of payment to the rate of three percent (3%) over 
                     the prime rate of Chase Manhattan Bank, N.A., but not
                     to exceed the highest lawful rate.  In addition, 
                     Tenant shall pay to Landlord, as a late charge, five 
                     percent (5%) of any payment required to be made by 
                     Tenant which is not actually received by Landlord 
                     within five (5) days of the date such payment was due.
                     In the event any check for the payment of Rent or 
                     Additional Rent is dishonored, Tenant shall pay to 
                     Landlord a fee equal to the greater of (a) Twenty-Five 
                     Dollars ($25.00) or (b) the charges assessed against 
                     landlord by the bank in which the dishonored check was 
                     deposited.  Landlord will notify Tenant in the event 
                     the charge for any dishonored check exceeds Twenty-Five 
                     Dollars ($25.00).  Immediately upon notification by 
                     Landlord that Tenant's check has been dishonored, 
                     Tenant shall pay to Landlord, in cash or by certified 
                     or cashier's check, the amount of the Rent or 
                     Additional Rent intended to be paid by such dishonored 
                     check, the dishonored check charge and a late charge, 
                     if applicable.  Upon Landlord's receipt of any check 
                     from Tenant which is dishonored for payment, Landlord 
                     shall have the right to require Tenant to make all 
                     future payments due to Landlord hereunder by cash, 
                     certified or cashier's check.
                                          
Use of Demised            7. Tenant shall continuously use and occupy the 
Premises             Demised Premises solely for a computer training 
                     school and/or general office use and related services
                                   ---------------------------------------
                     services subject to, and in accordance with, all 
                     applicable zoning and other governmental regulations 
                     and the Declaration of Covenants, Conditions and 
                     Restrictions for Battlefield Business Park, recorded 
                     on the Land Records of Prince William County, Virginia. 
                     Tenant shall not abandon or substantially abandon the 
                     Demised Premises. Tenant shall not obstruct, 
                     interfere, or conflict with, the rights of other 
                     tenants, or conflict with the fire laws or 
                     regulations, or with any insurance policy upon the 
                     Property or any part thereof, or with any statutes, 
                     rules or regulations now existing or subsequently 
                     enacted or established by local, state or federal 
                     governments, nor shall Tenant use or permit the 
                     Demised Premises, or any part hereof, to be used for 
                     any disorderly, unlawful or extra hazardous purpose, 
                     nor for any purpose other than hereinabove specified.

                          Tenant, at Tenant's sole cost and expense, shall be 
                     required to enforce against Tenant's students and 
                     visitors all of Landlord's rules and regulations for the 
                     Building, the common areas and the parking areas. 
                     Tenant shall ensure that its students refrain from 
                     smoking in the Building, the common areas and the 
                     parking areas. In addition, Tenant shall ensure that 
                     its students conduct themselves in a business like 
                     and professional manner and with regard for other 
                     tenants in the Building while at or about the 
                     Demised Premises. Tenant's failure to adhere to the 
                     requirements set forth in this Paragraph 7 and 
                     the continuation of such failure for five (5) days 
                     after written notice thereof from Landlord to Tenant 
                     (extendable up to the 30th day after such written 
                     notice if Tenant is diligently pursuing curing such 
                     failure) shall be a Default under Paragraph 27 
                     hereof.
                     
Common Areas              8. All common areas and facilities not within the 
                     Demised Premises, which Tenant may be permitted to 
                     use and occupy, are to be used and occupied in 
                     accordance with this Lease and if the amount of such 
                     areas shall be diminished, Landlord shall not be 
                     subject to any liability nor shall Tenant be entitled
                     to any compensation or diminution or abatement of 
                     Rent, nor shall such diminution of such areas be 
                     deemed constructive or actual eviction. 
                     
Parking                   9. All automobile parking areas, if any, shown on 
                     the plans for the Property shall be under the sole 
                     and exclusive control of Landlord, subject to 
                     reasonable rules for the use thereof which may from 
                     time to time be promulgated by Landlord, including, 
                     but not limited to, rules designating areas for 
                     employee parking, controlling of ingress and 
                     egress, locating and arranging spaces, and generally 
                     to maintain the parking lot in a manner determined 
                     by Landlord, in its sole discretion, which is 
                     consistent with the use of the areas by all tenants.
                     
                          Tenant shall have the right to use one hundred 
                     thirty-five (135) parking spaces in the asphalt 
                     parking lot adjacent to the Demised Premises as 
                     more fully set forth on Exhibit A-1 
                                             -----------
                     attached hereto and incorporated herein by this 
                     reference on a first come, first served basis 
                     without additional cost to Tenant. No other specific 
                     spaces will be designated for use by Tenant. Tenant, 
                     its agents, invitees, employees, licensees, 
                     subtenants, assignees, customers, clients, guests, 
                     visitors and students shall observe reasonable 
                     safety precautions in the use of the parking lot and 
                     shall at all times abide by all rules and 
                     regulations promulgated by Landlord governing use of 
                     the parking lot. Landlord does not assume any 
                     responsibility for, and shall not be held liable 
                     for, any damage or loss to any automobile or other 
                     vehicle in the parking lot, or to any personal 
                     property located therein.
                     
Deposits                  10. Upon execution of this Lease, Tenant shall 
                     deposit with Landlord Nineteen Thousand Eight 
                                           -----------------------
                     Hundred Fifty-Four and 19/100 Dollars ($19,854.19),
                     -----------------------------           ---------
                     as a deposit to be applied against the first month's
                     Rent. In addition, Tenant shall provide to Landlord as a
                     security deposit Nineteen Thousand Eight Hundred Fifty-Four
                                      ------------------------------------------
                     and 19/100 Dollars ($19,854.19). Such deposit shall be
                     ----------           ---------
                     considered as security for the performance by Tenant of 
                     all of Tenant's obligations under this Lease. Upon the 
                     later of expiration of the Term hereof or vacating of the 
                     Demised Premises by Tenant, Landlord shall (provided 
                     that Tenant is not in default under the terms hereof) 
                     return such security deposit to Tenant, less such 
                     portion thereof as Landlord shall have appropriated to 
                     make good any default by Tenant. In the event of any 
                     default by Tenant hereunder, Landlord shall have the 
                     right, but shall not be obligated, to apply all or 
                     any portion of the security deposit to cure such 
                     default, in which event Tenant shall be obligated to 
                     promptly deposit with Landlord the amount necessary 
                     to restore the security deposit to its original 
                     amount. In the event of the sale or transfer of 
                     Landlord's interest in the Property, Landlord shall 
                     have the right to transfer the security deposit to 
                     such purchaser or transferee, in which event Tenant 
                     shall look to the new Landlord for the return of the 
                     security deposit and Landlord shall thereupon be 
                     released from all liability to Tenant for the return 
                     of such security deposit. Landlord shall pay 
                     interest on the security deposit at the passbook 
                     rate.
                                          
Subletting and
Assignment                11. Tenant shall not sublet the Demised 
                     Premises or any part thereof or transfer possession 
                     or occupancy thereof to any person, firm or 
                     corporation or transfer or assign this Lease without 
                     the prior written consent of Landlord, nor shall any 
                     subletting or assignment hereof be effected by operation 
                     of law or otherwise than by the prior written consent 
                     of the Landlord. If Tenant is a corporation whose stock 
                     is not traded on a recognized stock exchange, any 
                     transfer of a majority of Tenant's issued and outstanding
                     capital stock shall be deemed an assignment under this 
                     paragraph. If Tenant is a partnership, any transfer 
                     of any interest in the partnership or other change 
                     in the composition of the partnership which results 
                     in a change in the management of Tenant from the 
                     person(s) managing the partnership on the date 
                     hereof shall be deemed an assignment under this 
                     paragraph. In the event Tenant desires to assign 
                     this Lease or sublet all or any portion of the 
                     Demised Premises, Tenant shall give to Landlord 
                     seven (7) business day's written notice of Tenant's 
                     intention so to do. Within seven (7) business days 
                     after receipt of said notice, Landlord shall have 
                     the right to sublet the Demised Premises from Tenant 
                     at the same Rent and Additional Rent stipulated 
                     herein. In the event Landlord has not exercised its 
                     right to sublet the Demised Premises as provided 
                     above in this paragraph, Tenant may assign this 
                     Lease or sublet all or a portion of the Demised 
                     Premises as is set forth in the notice after first 
                     obtaining the written consent of Landlord, which 
                     consent may be withheld for any reason. If Tenant 
                     does not so assign or sublet within sixty (60) days 
                     of the original notice to Landlord pursuant to this 
                     paragraph, then Tenant shall again be required to 
                     comply with the notice provisions hereof, and 
                     Landlord shall again have the right to sublet the 
                     Demised Premises. the consent by Landlord to any 
                     assignment, transfer or subletting to any party 
                     shall not be construed as a waiver or release of 
                     Tenant from the terms of any covenant or obligation 
                     under this Lease, nor shall the collection or 
                     acceptance of Rent from any such assignee, 
                     transferee, subtenant or occupant constitute a 
                     waiver or release of Tenant of any covenant or 
                     obligation contained in this Lease, nor shall any 
                     such assignment or subletting be construed to 
                     relieve Tenant from giving Landlord said seven (7) 
                     business days' notice or from obtaining the consent 
                     in writing of Landlord to any future assignment or 
                     subletting. In the event that Tenant defaults 
                     hereunder beyond any applicable notice and cure 
                     period, Tenant hereby assigns to Landlord the rent 
                     due from any subtenant of Tenant and hereby 
                     authorizes each such subtenant to pay said rent 
                     directly to Landlord.

                          Notwithstanding the foregoing, Landlord 
                     agrees that it shall not unreasonably withhold, 
                     condition or delay its consent to a proposed 
                     subletting or assignment provided that all 
                     of the following conditions are satisfied: 
                     (a) there shall be no uncured events 
                     of Default at the time of the proposed subletting or 
                     assignment, (b) the proposed subtenant or 
                     assignee shall be creditworthy, (c) the proposed 
                     subtenant or assignee shall not be a governmental 
                     entity or a person or entity enjoying sovereign or 
                     diplomatic immunity, (d) the use of the Demised 
                     Premises by the proposed subtenant or assignee shall 
                     not attract a volume, frequency or type of visitor 
                     or employee to the building which is not consistent 
                     with the operations of Tenant or the standards of a 
                     high-quality office building, (e) the proposed 
                     subtenant (to the extent of the space sublet) or 
                     assignee shall specifically covenant and agree to 
                     perform the obligations of Tenant hereunder and to 
                     occupy the Demised Premises subject to the 
                     provisions of this Lease, and (f) Tenant remains 
                     liable for the faithful performance of this Lease.
                     
                          In addition, notwithstanding anything contained 
                     herein to the contrary, Tenant shall have the right 
                     to assign or sublet the Demised Premises to an 
                     Affiliate of Tenant, and the consent requirement set 
                     forth in this Paragraph 11 shall not be 
                     applicable to any such subletting or assignment; 
                     provided, however, that Tenant shall give Landlord 
                     prior written notice thereof and a copy of the 
                     proposed sublease or assignment document and 
                     provided that Tenant shall nonetheless remain liable 
                     for the faithful performance of this Lease. An 
                     Affiliate, as used herein, shall be a person or 
                     entity that directly, or indirectly through one or 
                     more intermediaries, controls or is controlled by, 
                     or is under common control with, Tenant. "Control" 
                     as used herein shall mean the possession, direct or 
                     indirect, of the power to direct or cause the 
                     direction of the management and policies of a person 
                     or entity, whether through ownership of voting 
                     securities, by contract, or otherwise.
                     
Upkeep and
Surrender of
Demised Premises          12. (a) The following shall be the responsibility of
                     Landlord: structural and roof repairs and replacements, 
                     unless necessitated by Tenant's negligence; (ii) 
                     maintenance of and repairs and replacements to services 
                     or facilities which do not exclusively serve the Demised 
                     Premises.  The costs of maintenance, repairs and 
                     replacements for which Landlord is responsible shall be 
                     included in the calculation of Additional Rent 
                     Maintenance (except as provided for in Paragraph 
                     4(b)(iv) of Lease Addendum One) repair and replacement 
                     of plate glass, entrance doors, overhead doors and 
                     sprinkler systems (including periodic inspection thereof)
                     shall be the responsibility of Landlord to that part or 
                     all of such glass, doors and systems within the Demised 
                     Premises or within areas which exclusively serve the 
                     Demised Premises.
                     
                              (b) Subject to Lease Addendum One, Tenant shall 
                     keep the Demised Premises and the fixtures and equipment 
                     therein in clean, safe and sanitary condition, shall 
                     take good care thereof, and shall suffer no waste or 
                     injury thereto. Tenant shall be responsible for the 
                     costs of any repairs to the Demised Premises 
                     required by any negligent act or omission of Tenant, 
                     or its employees or invitees. Tenant shall keep the 
                     Demised Premises free of all insects, pests and 
                     rodents and otherwise in a clean, safe and sanitary 
                     condition, and Tenant further agrees not to allow, 
                     suffer or permit any odors, vapors, steam, 
                     vibrations, noises or undesirable effects to emanate 
                     from the Demised Premises.
                     
                              (c) Tenant shall at the expiration or other 
                     termination of the Term of this Lease surrender and 
                     deliver the Demised Premises, broom clean, in the 
                     same order, repair and condition as the same now is 
                     or shall be at the commencement of the Term

                                       2

<PAGE>


                  hereof, ordinary wear and tear expected upon such termination
                  of this Lease, Landlord shall have the right to reenter and
                  resume possession of the Demised Premises.

                            (d) In the event Lease Addendum One is attached to
                  this Lease and  made a part hereof, subsection (a) of this
                  Paragraph 12 shall be deemed modified to the extent set forth
                  in said Lease Addendum One. In the event of any inconsistency
                                         ___
                  between said subsection (a) and said Lease Addendum One, the
                                                                      ___
                  provisions of said Lease Addendum One shall control.
                                                    ___

  Alterations            13.(a) Tenant shall not make any alterations,
                  installations, changes, replacements, additions or
                  improvements (structural or otherwise) in or to the Demised
                  Premises or any part thereof, without the prior written
                  consent of Landlord which shall not be unreasonably withheld,
                  conditioned or delayed as to nonstructural items which do not
                  affect Building systems or other tenants.

                            (b) It is distinctly understood that all
                  alterations, installations, changes, replacements, additions
                  to or improvements, including wall-to-wall carpet, but
                  excluding Tenant's movable equipment and furniture, upon the
                  Demised Premises (whether with or without the Landlord's
                  consent) shall at the election of Landlord remain upon the
                  Demised Premises and be surrendered with the Demised Premises
                  at the expiration of this Lease without disturbance,
                  molestation or injury. Should Landlord elect that alterations,
                  installations, changes, replacements, additions to or
                  improvements made by Tenant upon the Demised Premises be
                  removed upon termination of this Lease, Tenant hereby
                  agrees to cause the same to be removed at Tenant's sole cost
                  and expense and to restore the Demised Premises to their
                  original condition, and should Tenant fail to remove the same,
                  then and in such event Landlord may cause same to be removed
                  and Tenant shall thereupon pay to Landlord, upon demand, all 
                  costs of removal, storage and disposition of same, together
                  with any and all damages which Landlord may suffer and 
                  sustain by reason of the failure of Tenant to remove same.
                  The foregoing sentence shall not apply to Tenant's Work, 
                  which Tenant shall not be required to remove.

                            (c) In the event Landlord shall permit Tenant to
                  make any alterations, said alterations shall be performed in 
                  a good and workmanlike manner in accordance with all 
                  applicable legal requirements.

                            (d) If any mechanic's lien is filed against the
                  Demised Premises or the Property for work or materials 
                  claimed to have been done for, or furnished to, Tenant, such
                  mechanic's lien shall be discharged by Tenant within ten 
                  (10) days thereafter, at Tenant's sole cost and expense, by
                  payment thereof or posting such bond or paying such amount 
                  as will effect a release of such lien. If Tenant shall fail 
                  to discharge or obtain the release of any such mechanic's 
                  lien, Landlord may, at its option, discharge or release 
                  same and treat the cost thereof as Additional Rent payable 
                  with the monthly installment of Rent next becoming due; and 
                  such discharge or release by Landlord shall not be deemed to
                  waive the default of Tenant in not discharging or releasing
                  same. Tenant shall indemnify and hold Landlord harmless from
                  and against any and all expenses, liens, claims or damages 
                  to person or property which may or might arise by reason of
                  the making of any alteration.

Floor Loading            14. Landlord shall have the right to prescribe the
                  weight, method of installation and position of safes or 
                  other heavy fixtures or equipment. Tenant shall not install 
                  in the Demised Premises any fixtures, equipment or machinery
                  that shall place a load upon any floor exceeding the floor
                  load per square foot area which such floor was designed to
                  carry. Tenant agrees that all damage done to the Property by
                  taking in or removing a safe or any other article of 
                  Tenant's equipment, or due to its being in the Demised 
                  Premises, shall be repaired at the expense of Tenant. No 
                  freight, furniture or other bulky matter of any description
                  shall be received on the Property or carried in the 
                  elevators, if any, except as approved by Landlord, who 
                  shall, however, not be responsible for any damage to or 
                  charges for moving same. Tenant agrees promptly to remove
                  from the public area any of Tenant's property there 
                  delivered or deposited.

     Tenant's            15.(a) Tenant may install and operate in the Demised
    Equipment     Premises computers, electrically operated typewriters, 
                  adding machines, copying machines and such other 
                  electrically operated office machinery and equipment as are
                  normally used in Tenant's typical computer school and/or 
                  general office space in comparable buildings, as reasonably
                  determined by Landlord; provided that, except with the prior
                  written approval of Landlord, no such machinery or 
                  equipment, nor any other machinery or equipment, may be 
                  installed or operated in the Demised Premises which would 
                  (i) use more than 120 volts of electrical current; (ii) 
                  overload the central electrical service to the Property or 
                  the Demised Premises; (iii) necessitate any changes, 
                  replacements or additions to, or in the use of, the water,
                  heating, air-conditioning, plumbing or electrical systems of
                  the Property or of the Demised Premises; or (iv) violate the
                  floor loading provisions of this Lease. Such consent by 
                  Landlord may be conditioned upon the payment by Tenant of
                  Additional Rent in compensation for the cost of installation
                  and maintenance of additional wiring and/or submeters as 
                  may be occasioned by said equipment or machinery. Permitted
                  machinery and equipment belonging to Tenant which cause 
                  noise or vibrations that may be transmitted to any part of
                  the Property to such a degree as to be objectionable to
                  Landlord or to any tenant of the Property shall be installed
                  and maintained by Tenant, at Tenant's expense, on vibration
                  eliminators or other devices sufficient to eliminate such
                  noise and vibrations.

                            (b) Maintenance and repair of equipment belonging 
                  to Tenant such as kitchen fixtures, separate 
                  air-conditioning equipment, or any other type of special
                  equipment, whether installed by Tenant or by Landlord on
                  behalf of Tenant, shall be the sole responsibility of 
                  Tenant, and Landlord shall have no obligation in connection
                  therewith.

    Notice of            16. Tenant shall give Landlord prompt notice of any
      Defects     defects or breakage in the structure, equipment or fixtures
                  of the Demised Premises or Property.

    Liability            17.(a) Landlord assumes no liability or 
                  responsibility whatsoever with respect to the conduct and
                  operation of the business to be conducted in the Demised
                  Premises. Landlord shall not be liable for any accident or
                  injury to any person or persons or property in or about the
                  Demised Premises or the Property which are caused by the
                  conduct and operation of said business or by virtue of
                  equipment or property of Tenant in the Demised Premises.
                  Tenant agrees to hold Landlord harmless against all such
                  claims. Tenant shall indemnify and hold harmless Landlord
                  from and against any loss, damage or liability occasioned by
                  or resulting from any default hereunder or any willful or
                  negligent act on the part of Tenant, its agents, employees 
                  or invitees, or persons permitted in the Demised Premises by
                  Tenant.

                            (b) Landlord shall not be liable for any accident 
                  or damage caused by electric light or wires, or any 
                  accident or damage which may occur through the operation of 
                  elevators, heating, air-conditioning, lighting or plumbing
                  apparatus, or any accident or injury occurring in connection
                  with the Property and its services. All personal property of
                  Tenant in the Demised Premises or on the Property shall be 
                  at the sole risk of Tenant. Landlord shall not be liable 
                  for loss or damage to property of Tenant caused by rain, 
                  snow, water or steam that may leak into or flow from any 
                  part of the Property through any defects in the roof or
                  plumbing or from any other source, including but not limited
                  to acts or omissions on the part of other tenants of 
                  Property or persons using the Property or present therein. 
                  It is understood and agreed that Tenant covenants to save
                  Landlord harmless and indemnified from all loss, damage,
                  liability or expense incurred by reason of Tenant's neglect
                  in its use of the Demised Premises or the Property or any 
                  part thereof including the use of the water, steam, electric
                  or other systems, and the injury, loss or damage to any 
                  person or party upon the Demised Premises.

                            (c) All injury to the Demised Premises or the 
                  Property caused by moving the property of Tenant into, in or
                  out of, the Property and all breakage done by Tenant, or the
                  agents, servants, employees and visitors of Tenant, shall be
                  promptly repaired by Tenant, at the expense of Tenant. In 
                  the event that Tenant shall fail to do so, then Landlord 
                  shall have the right to make such necessary repairs, 
                  alterations and replacements (structural, non-structural or
                  otherwise) and any charge or cost so incurred by Landlord 
                  shall be paid by Tenant with the right on the part of 
                  Landlord to elect, in its discretion, to regard the same as
                  Additional Rent, in which event such cost or charge shall
                  become Additional Rent payable with the installment of Rent
                  next becoming due or thereafter falling due under the terms 
                  of this Lease. This provision shall be construed as an
                  additional remedy granted to Landlord and not in limitation 
                  of any other rights and remedies which Landlord has or may
                  have in said circumstances.

        Signs           18. Tenant agrees that no sign, advertisement or 
                  notice shall be inscribed, painted or affixed on any part of
                  the outside or the inside of the Demised Premises, or the
                  Property, except on the directories and adjacent to the 
                  doors of the Demised Premises, and then only in such size,
                  color, content and style as Landlord in its discretion shall
                  approve in advance and in writing from time to time. 
                  Landlord shall have the right to prohibit any sign, 
                  advertisement, or notice of Tenant which in Landlord's 
                  opinion tends to

                                      3

<PAGE>

                             impair the reputation, image or desirability of 
                             the Property for its intended use, or which fails 
                             at any time to conform to signage criteria 
                             established from time to time by Landlord, and 
                             upon written notice from Landlord, Tenant shall 
                             refrain from, discontinue and remove such sign, 
                             advertisement or notice and Landlord, in addition 
                             to its other remedies for default hereunder, shall 
                             have the right to remove same, and Tenant shall be 
                             liable for any and all costs and expenses incurred 
                             by Landlord in connection with said removal. 

                             Notwithstanding the foregoing, Tenant may, at 
                             Tenant's sole cost and expense, install (i) signage
                             on the Building and (ii) signage on the Property, 
                             both in accordance with Tenant's signage plans 
                             attached hereto as Exhibit E and incorporated 
                             herein by this reference ("Tenant's Signage 
                             Plans"). Tenant's Signage Plans shall be subject 
                             to (x) the prior written approval of Landlord as 
                             to the size, color, content, style and location of 
                             said signs, which approval shall not be 
                             unreasonably withheld, conditioned or delayed, and 
                             (ii) the prior written approval of Prince William 
                             County, Virginia to the extent the approval of 
                             Prince William County, Virginia is required. 
                             Landlord shall not be liable in any way for any 
                             injury, loss or damage which may occur to Tenant's 
                             signage. Tenant, at Tenant's sole cost and 
                             expense, shall be required to maintain and repair
                             Tenant's signage. If Tenant fails to comply with 
                             or perform any of Tenant's obligations with 
                             respect to Tenant's signage, Landlord shall have 
                             the right, but not the obligation to repair or 
                             remove said signage and Tenant shall thereupon pay
                             to Landlord, upon demand, all costs of repair or 
                             removal of same, together with any and all damages
                             which Landlord may suffer and sustain by reason of 
                             the failure of Tenant to comply with or perform 
                             any of Tenant's obligations under this 
                             Paragraph 18.

Ordinances, Regulations           19. (a) Tenant shall, at Tenant's cost, 
              and Rules      promptly comply with and carry out all orders, 
                             requirements or conditions now or hereafter imposed
                             upon Tenant by the ordinances, laws, and/or 
                             regulations of local, state or federal governments,
                             or by any of their various departments or agencies 
                             (collectively "Legal Requirements"), whether 
                             required of Landlord or otherwise to be done or 
                             performed during the Term of this Lease, insofar as
                             they are occasioned by or required in the conduct 
                             of the business of Tenant or its occupancy of the 
                             Demised Premises. Tenant shall indemnify and save 
                             Landlord harmless from all penalties, claims and 
                             demands resulting from failure or negligence in 
                             this respect. 
             
                                  Notwithstanding anything to the contrary in 
                             this Lease, if any Legal Requirements require the
                             making of any capital improvement to the Demised 
                             Premises which: (a) is not required because of the
                             use or buildout by Tenant or, (b) would cost in 
                             excess of $10,000, then Tenant may, at its option,
                             so notify Landlord and if Landlord notifies Tenant
                             that Landlord elects not to perform such capital 
                             improvements(s), at Landlord's cost, then Tenant
                             may elect to terminate this Lease within 
                             thirty (30) days after such written notice from 
                             Landlord to Tenant.

                                      (b) Tenant, its agents, employees and 
                             visitors, shall abide by and observe the rules and 
                             regulations set forth below and such other 
                             reasonable rules and regulations as may be 
                             promulgated from time to time by Landlord for the 
                             operation and maintenance of the Property provided 
                             a copy thereof is sent to Tenant. Nothing contained
                             in this Lease shall be construed to impose upon 
                             Landlord any duty or obligation to enforce such 
                             rules and regulations, or the terms, conditions or 
                             covenants contained in any other lease, as against 
                             any other tenant, and Landlord shall not be liable 
                             to Tenant for violation of same by any other 
                             tenant, its employees, agents or invitees. In 
                             particular, but not by way of limitation:
                                           (i) The sidewalks, entries, passages,
                             elevators, public corridors, staircases and other 
                             parts of the Property which are not occupied by 
                             Tenant shall not be obstructed or used for any 
                             purpose other than ingress and egress.
                                           (ii) Tenant shall not install or 
                             permit the installation of any awnings, shades, 
                             and the like other than those approved by Landlord
                             in advance and in writing.
                                           (iii) Landlord shall approve all 
                             window coverings not included in the standard 
                             tenant fit-up as designated by the Landlord's 
                             architect.
                                           (iv) No additional locks shall be 
                             placed on any doors of the Demised Premises, and 
                             the doors leading to common corridors, loading 
                             areas or walkways shall be kept closed during 
                             business hours except as they may be used for 
                             ingress and egress.
                                           (v) Tenant shall not construct, 
                             maintain, use or operate within the Demised 
                             Premises or elsewhere on the Property any 
                             equipment or machinery which produces music, sound
                             or noise which is audible beyond the Demised 
                             Premises.
                                           (vi) Electric and telephone 
                             distribution boxes and air conditioning equipment
                             must remain accessible at all times.
                                           (vii) Bicycles, motor scooters or any
                             other types of vehicle shall not be brought into 
                             the lobby or elevators or into the Demised 
                             Premises.
                                           (viii) Tenant shall not install or 
                             authorize the installation of any coin operated 
                             vending machines in the Demised Premises or on the
                             Property without the written prior permission of 
                             Landlord, which shall not be unreasonably 
                             withheld, conditioned or delayed.


Indemnity                         20. Tenant shall indemnify Landlord and its 
                             agents and employees and save them harmless from 
                             and against any and all claims, actions, damages, 
                             liabilities and expense in connection with loss of
                             life, personal injury and/or damage to property 
                             arising from or out of any occurrence in, upon or 
                             at the Demised Premises, or the occupancy or use by
                             Tenant of the Demised Premises or any part thereof,
                             or occasioned in whole or in part by any act or 
                             omission of the Tenant, its agents, contractors, 
                             employees, servants, permitted subtenants, invitees
                             or licensees, or resulting from any default, 
                             breach, violation or non-performance of this Lease 
                             by Tenant. In the event that Landlord or its 
                             agents and employees shall, without fault on their
                             part, be made a party to any litigation commenced 
                             by or against Tenant, then Tenant shall protect 
                             and hold Landlord harmless and shall pay all 
                             costs, expenses, and reasonable attorney's fees 
                             incurred or paid in connection with such 
                             litigation. Tenant shall pay, satisfy and 
                             discharge any and all judgments, orders and 
                             decrees which may be recovered against Landlord
                             in connection with the foregoing.

Entry for Repairs                 21. (a) Tenant shall permit Landlord, or its 
   and Inspection            representatives, to enter the Demised Premises, at 
                             all reasonable times, without diminution of the 
                             Rent or Additional Rent payable by Tenant, to 
                             examine, inspect and protect same, and to make such
                             alterations and/or repairs as in the judgment of 
                             Landlord may be deemed necessary, or to exhibit the
                             same to prospective tenants, mortgages or 
                             purchasers.

                                      (b) If Tenant refuses or neglects to 
                             maintain, repair or make replacements to the 
                             Demised Premises as required hereunder to the 
                             reasonable satisfaction of Landlord as soon as is 
                             reasonably possible, Landlord may make such 
                             repairs without liability to Tenant for any loss 
                             or damage that may accrue to Tenant's 
                             merchandise, fixtures, or other property or to 
                             Tenant's business by reason thereof, and upon 
                             completion thereof, Tenant shall pay Landlord's 
                             costs for such maintenance and for making such 
                             repairs and replacements, plus twenty percent 
                             (20%) for overhead, upon presentation of a bill
                             therefor as Additional Rent.

                                      (c) Landlord shall have the right to enter
                             the Demised Premises and make reasonable 
                             alterations and/or repairs without liability to 
                             Tenant for any loss or damage that may accrue to 
                             Tenant's merchandise, fixtures, or other property 
                             or to Tenant's business by reason thereof.

                                      (d) Landlord shall at all times have an 
                             easement and the right to enter in and through the
                             Demised Premises for installation and maintenance 
                             of utility connections and facilities reasonably 
                             necessary to provide services to other portions of
                             the Property and the common areas; provided, 
                             however, to the extent reasonably possible the 
                             exercise of such rights shall not unreasonably 
                             interfere with the operation of the Tenant's 
                             business.

                                      (e) Landlord's entrance upon the Demised
                             Premises occasioned by this Paragraph 21 shall not
                             constitute an eviction of Tenant in whole or in 
                             part and the Rent and Additional Rent payable 
                             hereunder shall not be abated or diminished while 
                             said repairs, alterations, improvements, or 
                             additions are being made, by reason of loss or 
                             interruption of business of Tenant, or otherwise.

Interruption of Services          22. Any failure by Landlord to furnish any 
            or Utilities     services or utilities to be provided by Landlord 
                             or otherwise hereunder shall not render Landlord 
                             liable in any respect for damages to either person
                             or property, nor be construed as an eviction of 
                             Tenant, nor work an abatement of Rent, nor relieve
                             Tenant from Tenant's obligations hereunder. In no 
                             event shall Landlord be obligated to provide any 
                             such services or utilities in any manner or to any
                             extent deemed by Landlord not to be standard for 
                             comparable buildings in the jurisdiction where the 
                             Property is located.

Insurance                         23. (a) Tenant shall not conduct or permit 
                             to be conducted any activity or place any 
                             equipment in or about the Demised Premises which
                             will, in any way, increase the rate of insurance
                             premiums on the Property and if any increase in 
                             the rate of insurance premiums is stated by any 
                             insurance company or by the applicable Insurance 
                             Rating Bureau to be due to any activity or 
                             equipment in or about the Demised Premises, such 
                             statement shall be conclusive evidence that the 
                             increase in such rate is due to such activity or 
                             equipment and, as a result thereof, Tenant shall 
                             be liable for such increase and shall reimburse 
                             Landlord therefor, within ten (10) days of receipt
                             of written notice, said sum being deemed to be 
                             Additional Rent.
                                      (b) Landlord shall insure the building, 
                             of which Demised Premises are a part, against 
                             damage by fire, in any amount Landlord in its sole
                             discretion shall deem adequate, and shall maintain 
                             such insurance throughout the Term hereby demised. 
                             Tenant shall insure all of its property in the 
                             Demised Premises against damage by fire, including 
                             extended coverage, in an amount which, at 
                             Landlord's option, shall be subject to approval by 
                             Landlord, and Tenant shall maintain such insurance 
                             throughout the Term hereby demised. In addition, 
                             Tenant shall also maintain with respect to the 
                             Demised Premises, comprehensive public liability 
                             insurance, with minimum limits of 
                             $500,000/$1,000,000 per personal injury or death, 
                             with $100,000 for property damage.

                                       4

<PAGE>

                          Tenant shall maintain the insurance coverage 
                          required herein with a company or companies acceptable
                          to Landlord insuring Landlord and its managing 
                          agent as additional named insureds, as well as Tenant,
                          against bodily injury to or death of persons, and
                          against property damage as herein provided. Tenant
                          shall deliver certificates of insurance reflecting the
                          above specified coverage to Landlord upon the
                          commencement of the Term of this Lease, and continuing
                          evidence of such coverage annually, or more often upon
                          request. Such insurance policy or policies shall be 
                          reasonably satisfactory to Landlord and shall provide
                          that the policy or policies shall not be cancelled 
                          without at least thirty (30) days' prior written
                          notice to Landlord. Landlord and Tenant agree to cause
                          a waiver of subrogation to be included in its policies
                          of fire and extended coverage insurance, if obtainable
                          from its insurers, and each party hereby waives any
                          right or recovery against the other for losses to the
                          extent covered by its policies of fire and extended 
                          coverage insurance; provided that such waiver shall
                          not void such policies nor prohibit recovery
                          thereunder. In the event Tenant shall fail to maintain
                          the public liability insurance coverage required by 
                          this Paragraph 23, Landlord may, at its option, pay 
                          the same and treat the cost of the premiums as 
                          Additional Rent, payable by Tenant with the monthly 
                          installment of Rent next becoming due.

       Damage by Fire or      24. If the Property (whether within or outside 
          Other Casualty  of the Demised Premises) shall be partially damaged
                          by fire or other cause, other than the fault or
                          neglect of Tenant, Landlord shall as soon as
                          practicable after such damage occurs (taking into
                          account the time necessary to effectuate a
                          satisfactory settlement with any insurance company and
                          using only the proceeds, if any, of such insurance)
                          repair such damage at the expense of Landlord, and the
                          Rent shall be reduced in proportion to the extent the
                          Demised Premises are rendered untenantable until such
                          repairs are completed; provided, however, that if the
                          Property (whether within or outside of the Demised
                          Premises) is substantially damaged by fire or other
                          cause to such extent that the damage cannot be fully
                          repaired within ninety (90) days from the date of such
                          damage, Landlord, or Tenant if the Demised Premises
                          are rendered untenantable other than by the fault or
                          neglect of Tenant, shall be the option of terminating
                          this Lease by giving written notice to the other party
                          of such decision and the Term of this Lease shall
                          terminate ten (10) days after such notice is given. No
                          compensation or reduction of Rent shall be allowed or
                          paid by Landlord by reason of inconvenience,
                          annoyance, or injury to business arising from the
                          necessity of repairing the Demised Premises or any
                          portion of the Property.


          Eminent Domain      25. If any part of the Demised Premises shall 
                          be taken or condemned by governmental authority for
                          any public or quasi-public use or purpose, then the
                          Term of this Lease shall cease and terminate as of the
                          date when title vests in such governmental authority.
                          If the whole or a substantial part of the Property
                          other than the Demised Premises shall be taken or
                          condemned by governmental authority for any public 
                          or quasi-public use or purpose, then Landlord shall
                          have the option of terminating this Lease by written
                          notice to Tenant and, in the event such notice is
                          given, this Lease shall terminate as of the date when
                          title vests in such governmental authority. If such
                          condemnation reduces the number of parking spaces
                          available to Tenant and if Landlord does not
                          substitute reasonably comparable parking spaces for
                          those taken or if such condemnation materially 
                          interferes with Tenant's access to the Demised
                          Premises, then in either of said events, Tenant shall
                          have the option to terminate this Lease by written
                          notice to Landlord and, in the event such notice is
                          given, this Lease shall terminate as of the date when
                          title vests in such governmental authority. In any of
                          the events heretofore described in this Paragraph 25,
                          Tenant shall not have any claim against Landlord and
                          shall not have any claim for any portion of the amount
                          that may be awarded as damages as a result of such
                          taking or condemnation or for the value of any
                          unexpired Term of this Lease; provided, however, that
                          Tenant may separately assert any claim that it may
                          have against the condemning authority for compensation
                          for any fixtures owned by Tenant and for any
                          relocation expenses compensable by statute.

Bankruptcy or Insolvency      26. If Tenant shall make an assignment of its 
                          assets for the benefit of creditors or if Tenant
                          shall file a voluntary petition in bankruptcy or if
                          any involuntary petition in bankruptcy or for 
                          receivership be instituted against Tenant and not
                          dismissed within sixty (60) days of the filing
                          thereof, or it Tenant shall be adjudged bankrupt,
                          then and in any of said events this Lease shall
                          immediately cease and terminate at the option of
                          Landlord with the same force and effect as though the
                          date of said event was the day herein fixed for
                          expiration of the Term of this Lease.

   Defaults and Remedies      27. (a) The following events shall constitute a 
                          default (hereinafter referred to as a "Default") of
                          Tenant under this Lease:
                                      (i) Failure of Tenant to make any payment
                          of Rent when due and the continuation of such failure
                          for five (5) days after written notice thereof from
                          Landlord to Tenant, provided that such notice and 5
                          day cure period shall apply only to the first two (2)
                          such failures to occur in any twenty-four (24) month
                          period.

                                     (ii) Failure of Tenant to make any payment
                          of Additional Rent when due and the continuation of
                          such failure for five (5) days after written notice
                          thereof from Landlord to Tenant, provided that such
                          notice and 5 day cure period shall apply only to the
                          first two (2) such failures to occur in any
                          twenty-four (24) month period.

                                    (iii) Failure of Tenant to perform or comply
                          with any provision of this Lease to be performed or
                          complied with by Tenant, other than provisions for the
                          payment of Rent or Additional Rent, where such failure
                          shall continue for a period of ten (10) business days
                          after written notice thereof by Landlord to Tenant;

                                     (iv) The taking of this Lease or the
                          Demised Premises, or any part thereof, upon execution
                          or by other process of law directed against Tenant, or
                          upon or subject to any attachment at the instance of
                          any creditor of or claimant against Tenant, which
                          execution or attachment shall not be discharged or
                          disposed of within thirty (30) days after the levy
                          thereof;

                                      (v) If Tenant fails to take possession of
                          the Demised Premises within a reasonable period of
                          time after the commencement of the Term of this Lease
                          or if Tenant substantially abandons the Demised
                          Premises prior to the normal expiration of the Term;

                                     (vi) The involvement of Tenant, or any 
                          guarantor of Tenant's obligations hereunder, in
                          financial difficulties as evidenced by (1) its
                          admitting in writing its inability to pay its debts
                          generally as they become due, or (2) its filing of a
                          petition in bankruptcy or for reorganization or for
                          the adoption of an arrangement under the Bankruptcy
                          Act (as now or hereafter existing), or an answer or
                          other pleading admitting the material allegations of
                          such a petition or seeking, consenting to or
                          acquiescing in the relief provided for under such Act,
                          or (3) its making an assignment of all or a
                          substantial part of its property for the benefit of
                          its creditors, or (4) its seeking or consenting to or
                          acquiescing in the appointment of a receiver or
                          trustee for all or a substantial part of its property
                          or of the Demised Premises, or (5) its being
                          adjudicated as bankrupt or insolvent, or (6) the entry
                          of a court order without its consent, which order
                          shall not be vacated, set aside or stayed within sixty
                          (60) days from the date of entry, appointing a
                          receiver or trustee for all or a substantial part of
                          its property or approving a petition filed against it
                          for the effecting of an arrangement in bankruptcy or
                          for a reorganization pursuant to the Bankruptcy Act or
                          for any other judicial modification or alteration of
                          the rights of creditors.


                                  (b) The provisions of this Paragraph 27 shall
                          apply notwithstanding the payment by Tenant of the
                          security deposit and/or the continued willingness and
                          ability of Tenant to pay Rent and otherwise perform
                          hereunder. The receipt by Landlord of payments of
                          Rent, as such, accruing subsequent to the time of
                          Tenant's default under this Lease and before Landlord
                          has actual notice of the occurrence of an event of
                          Default under this Lease shall not be deemed a waiver
                          by Landlord of the provisions of this Lease.

                                  (c) Upon the occurrence of a Default, 
                          Landlord shall have the right at its election, then or
                          at any time thereafter either:

                                      (i) To give Tenant written notice of 
                          Landlord's intent to terminate this Lease on the date
                          of the notice or on any later date, specified in the
                          notice, and on such date Tenant's right to possession
                          of the Demised Premises shall cease and this Lease
                          shall thereupon be terminated; or

                                     (ii) Without demand or notice to re-enter
                          and take possession of all or any part of the Demised
                          Premises and expel Tenant and those claiming through
                          Tenant, and remove the property of Tenant and any
                          other person, either by summary proceedings or by
                          action at law or in equity or otherwise, without being
                          deemed guilty of trespass and without prejudice to any
                          remedies for nonpayment or late payment of Rent or 
                          breach of covenant. If Landlord elects to reenter the
                          Demised Premises, Landlord may terminate this Lease,
                          or, from time to time, without terminating this Lease,
                          may relet all or any part of the Demised Premises as
                          agent for Tenant for such term or terms and at such
                          rental and upon such other terms and conditions as
                          Landlord may deem advisable, with the right to make 
                          alterations and repairs to the Demised Premises. No
                          such reentry or taking of possession of the Demised
                          Premises by the Landlord shall be construed as an 
                          election on Landlord's part to terminate this Lease
                          unless a written notice of such intention is given to
                          Tenant or unless the termination be decreed by a court
                          of competent jurisdiction at the instance of Landlord.

                                       5

<PAGE>

                             (d) If Landlord terminates this Lease pursuant to
                        the preceding subparagraph, Tenant shall remain liable
                        (in addition to accrued liabilities) for (i) adjusted 
                        Rent, Additional Rent and any other sums provided for
                        in this Lease until the date this Lease would have 
                        expired had such termination not occurred, and any 
                        and all expenses (including attorney's fees, 
                        disbursements and brokerage fees) incurred by Landlord
                        in reentering and repossessing the Demised 
                        Premises, in making good any Default of Tenant, in 
                        painting, altering, repairing or dividing the Demised 
                        Premises, in protecting and preserving the 
                        Demised Premises by use of watchmen and caretakers,
                        and in reletting the Demised Premises, and any and 
                        all expenses which Landlord may incur during 
                        the occupancy of any new tenant; less (ii) the net 
                        proceeds of any reletting prior to the date this Lease
                        would have expired if it had not been terminated.
                        Tenant agrees to pay to Landlord the difference 
                        between items (i) and (ii) above for each month during
                        the Term, at the end of each such month. Any suit 
                        brought by Landlord to enforce collection of such 
                        difference for any one month shall not prejudice 
                        Landlord's right to enforce the collection of any 
                        difference for any subsequent month. In addition 
                        to the foregoing, and without regard to whether this
                        Lease has been terminated, Tenant shall pay to 
                        Landlord all costs incurred by Landlord, including 
                        reasonable attorney's fees, with respect to any 
                        lawsuit or action instituted or taken by Landlord 
                        to enforce the provisions of this Lease. Tenant's 
                        liability shall survive the institution of summary 
                        proceedings and the issuance of any writ of 
                        restitution thereunder.

                             (e) If Landlord terminates this Lease, Landlord 
                        shall have the right, at any time, at its option, to 
                        require Tenant to pay to Landlord on demand, as 
                        liquidated and agreed final damages in lieu of 
                        Tenant's liability hereunder, the net present value 
                        (calculated using an eight percent (8%) discount rate
                        of the following: the Rent, Additional Rent and all 
                        other charges which would have been payable from the 
                        date of such demand to the date when this Lease would 
                        have expired if it had not been terminated, minus the 
                        fair rental value, as determined by Landlord in good 
                        faith, of the Demised Premises for the same period. 
                        If the Demised premises shall have been relet for all
                        or part of the remaining balance of the Term by 
                        Landlord after a Default but before presentation of 
                        proof of such liquidated damages, the amount of rental
                        received upon such reletting shall be deemed the fair
                        rental value of the Demised Premises for the period 
                        for which it was received for the purpose of the 
                        foregoing determination of liquidated damages. 
                        Upon payment of such liquidated and agreed final 
                        damages, Tenant shall be released from all further 
                        liability under this Lease with respect to the period 
                        after the date of demand.

                             (f) Tenant, on its own behalf and on behalf of 
                        all persons claiming through Tenant, including all 
                        creditors, does hereby waive any and all rights and 
                        privileges, so far as is permitted by law, which 
                        Tenant and all such persons might otherwise have 
                        under any present or future law (i) to the service of
                        any notice of intention to reenter which may otherwise
                        be required to be given, (ii) to redeem the Demised 
                        Premises, (iii) to reenter or repossess the Demised 
                        Premises, or (iv) to restore the operation of this 
                        Lease, with respect to any dispossession of Tenant by 
                        judgment or warrant of any court, whether such 
                        dispossession, reentry, expiration or termination be by
                        operation of law or pursuant to the provisions of this
                        Lease.

                            (g) In the event of any breach or threatened 
                        breach by Tenant or any person or persons claiming 
                        through Tenant of any of the provisions contained 
                        in this Lease, Landlord shall be entitled to enjoin 
                        such breach or threatened breach and shall have 
                        the right to invoke any right or remedy allowed at 
                        law or otherwise as if reentry, summary proceedings 
                        or other specific remedies were not provided for 
                        in this Lease.

                             (h) Landlord shall, to the extent permitted by 
                        law, have (in addition to all other rights) a right 
                        of distress for Rent and Additional Rent and a lien 
                        on all Tenant's personal property as security for 
                        all adjusted Rent and any other sums payable under 
                        this Lease.

                             (i) If Tenant defaults in the making of any
                        payment or in the doing of any act herein required to 
                        be made or done by Tenant, then after ten (10) days 
                        notice from Landlord, Landlord may, but shall not be 
                        required to, make such payment or do such act, 
                        and the amount and the expense thereof, if made or 
                        done by Landlord, with interest thereon from the date
                        paid by the Landlord at the rate of three percent 
                        over the prime rate of Chase Manhattan Bank, N.A. but
                        not to exceed the highest lawful rate shall be paid by
                        Tenant to Landlord and shall constitute Additional 
                        Rent hereunder due and payable with the next monthly 
                        installment of Rent; but the making of such payment or
                        the doing of such act by Landlord shall not operate to 
                        cure such Default or to estop Landlord from the 
                        pursuit of any remedy to which Landlord would otherwise
                        be entitled.

                             (j) All rights and remedies of Landlord under 
                        this Lease shall be cumulative and shall not be 
                        exclusive of any other rights and remedies provided 
                        to Landlord now or hereafter under law or under this 
                        Lease.

                Waiver      28. If under the provisions hereof Landlord shall
                        institute proceedings and a compromise or settlement
                        thereof shall be made, the same shall not constitute
                        a waiver of any covenant herein contained nor of 
                        any of Landlord's rights hereunder. No waiver 
                        by Landlord or any breach of any covenant, condition
                        or agreement herein contained shall operate as a 
                        waiver of such covenant, condition or agreement 
                        itself, or of any subsequent breach thereof. No 
                        payment by Tenant or receipt by Landlord of a 
                        lesser amount than the monthly installments of Rent 
                        herein stipulated shall be deemed to be other than 
                        on account of the earliest stipulated Rent, nor shall 
                        any endorsement or statement on any check or letter 
                        accompanying a check for payment of Rent or Additional
                        Rent be deemed an accord and satisfaction, and 
                        Landlord may accept such check or payment without 
                        predjudice to Landlord's right to recover the balance
                        of such Rent or Additional Rent or to pursue any other
                        remedy provided in this Lease. No reentry by Landlord, 
                        and no acceptance by Landlord of keys from Tenant, 
                        shall be considered an acceptance of a surrender of 
                        this Lease.

        Subordination       29. This lease is subject and subordinate to all
                        ground or underlying leases and to all mortgages 
                        and/or deeds of trust which may now or hereafter 
                        affect such leases or the Property and to all 
                        renewals, modifications, consolidations, replacements
                        and extensions thereof. This clause shall be 
                        self-operative, and no further instrument of 
                        subordination shall be required by any ground lessor,
                        mortgagee or trustee. Tenant shall execute promptly
                        any certificate that the Landlord may request 
                        confirming such subordination. Provided, however that
                        notwithstanding the foregoing, the party secured by any 
                        such deed of trust shall have the right to recognize 
                        this Lease and, in the event of any foreclosure sale 
                        under such deed of trust or deed in lieu thereof, this
                        Lease shall continue in full force and effect 
                        at the option of the party secured by such deed of 
                        trust or the purchase under any such foreclosure sale;
                        Tenant covenants and agrees that it shall at 
                        the written request of the party secured by any such 
                        deed of trust, execute, acknowledge and deliver any 
                        instrument that has for its purpose and effect the 
                        subordination of this Lease to the lien of said deed 
                        of trust. At the option of any landlord under any 
                        ground lease or underlying lease to which this 
                        Lease is now or may hereafter become subject or 
                        subordinate, Tenant agrees that neither the 
                        cancellation nor termination of such ground or 
                        underlying lease shall, by operation of law or 
                        otherwise, result in cancellation or 
                        termination of this Lease or the obligations of 
                        Tenant hereunder, and Tenant covenants and agrees
                        to attorn to such landlord or to any successor to 
                        Landlord's interest in such ground or underlying 
                        lease, and in that event, this Lease shall continue
                        as a direct lease between Tenant herein and such 
                        landlord or its successor, and, in any case, such 
                        mortgagee or such landlord or successor under such 
                        ground or underlying lease shall not be bound by any 
                        payment on the part of Tenant of any Rent for more 
                        than one month in advance, so that Rent shall be 
                        payable under this Lease in accordance with its 
                        terms, from the date of foreclosure or of the 
                        termination of the ground or underlying lease, as 
                        if such prepayment had not been made; such landlord
                        or successor under such ground or underlying lease 
                        shall not be bound by this Lease or any amendment 
                        or modification of this Lease unless, prior to the 
                        termination of such ground or underlying lease, 
                        a copy of this Lease or amendment or modification 
                        thereof, as the case may be, shall have been 
                        delivered to such landlord or successor. 


                        Landlord agrees to obtain from Landlord's current 
                        mortgagee for the Building a subordination, 
                        non-disturbance and attornment agreement for Tenant, 
                        in such mortgagee's usual form. The aforesaid agreement
                        from Landlord's present lender shall be delivered
                        to Tenant simultaneously with the delivery of this 
                        Lease to Tenant. Notwithstanding anything in 
                        this Lease to the contrary, as a condition of 
                        subordination of this Lease to any future 
                        mortgage or deed of trust, Landlord agrees to 
                        obtain from each future mortgagee for the Building,
                        a subordination, nondisturbance and attornment 
                        agreement for Tenant, in such mortgagee's usual 
                        form, provided that (i) Tenant is not in default
                        beyond any applicable notice and cure period at the 
                        time for Landlord to obtain such agreement, 
                        (ii) Tenant furnishes to such mortgagee such 
                        financial information concerning Tenant as such 
                        mortgagee shall reasonably require, and (iii) Tenant
                        reasonably cooperates with Landlord with respect 
                        to obtaining such agreement.

Estoppel Certificates       30. Tenant agrees, at any time and from time to
                         time, upon not less than 10 business days prior 
                         notice by Landlord, to execute, acknowledge and 
                         deliver to Landlord a statement in writing on a form
                         submitted to Tenant by landlord (i) certifying 
                         that this Lease is unmodified (or if modified, 
                         stating the modifications) and in full force and 
                         effect (or if not in full force and effect, the 
                         reasons therefor), (ii) stating the dates to which
                         the Rent, Additional Rent and other charges 
                         hereunder have been paid by Tenant (iii) stating 
                         the amount of any security deposit held by Landlord,
                         (iv) stating whether or not, to the best 
                         knowledge of Tenant, Landlord is in default in the 
                         performance of any covenant, agreement or condition
                         contained in this Lease, and if so, specifying each
                         such default of which Tenant may have knowledge, 
                         and (v) stating the address to which notices to 
                         Tenant should be sent. Any such statement delivered
                         pursuant hereto may be relied upon by an owner of 
                         the Property, any prospective purchaser of the 
                         Property, any mortgagee or prospective mortgagee
                         of the Property, any prospective assignee of any 
                         such mortgagee, or any lessor or prospective lessor 
                         of the land which is a part of the Property.

                                       6

<PAGE>

No Recourse to Landlord       32.  The obligations of Landlord under this Lease 
                          do not constitute personal obligations of the
                          individual partners, directors, officers, or 
                          shareholders of Landlord.  Tenant shall look solely 
                          to the Property of which the Demised Premises are 
                          a part and to no other assets of the Landlord for 
                          satisfaction of any liability in respect of this 
                          Lease and shall not seek recourse against the 
                          individual partners, directors, officers or 
                          shareholders of Landlord or any of their personal 
                          assets for such satisfaction.

           Holding Over       33.  If Tenant shall, with the knowledge and 
                          consent of Landlord, continue to remain in the 
                          Demised Premises after the expiration of the Term 
                          of this Lease and any extensions thereof, then an 
                          in that event, Tenant shall, by virtue of this 
                          agreement become a tenant by the month at a monthly 
                          rental equal to twice the monthly installment of 
                          Rent and additional Rent agreed by Tenant to be 
                          paid as aforesaid; commencing said monthly tenancy 
                          with the first day next after the end of the Term 
                          above demised; Tenant shall give to Landlord at least 
                          thirty (30) days' written notice of any intention to 
                          quit the Demised Premises, and Tenant shall be 
                          entitled to thirty (30) days' written notice to quit
                          the Demised Premises, except in the event of 
                          nonpayment of Rent or Additional Rent or of the 
                          breach of any other covenant by Tenant, in which 
                          event Tenant shall not be entitled to any notice 
                          to quit, the usual thirty (30) days' notice to quit 
                          being hereby expressly waived; provided, however, 
                          that in the event that Tenant shall hold over after
                          the expiration of the Term hereby created, and if 
                          Landlord shall desire to regain possession of the 
                          Demised Premises promptly at the expiration of the 
                          Term aforesaid, then at any time prior to Landlord's
                          acceptance of Rent from Tenant as a monthly tenant 
                          hereunder, Landlord, at its option, may forthwith 
                          reenter and take possession of the Demised Premises 
                          without process, or by any legal process in force.

    Submission of Lease       34.  The submission of this Lease for examination
                          by Tenant does not constitute a reservation of or 
                          option for the Demised Premises, and this Lease 
                          shall become effective as a lease only upon execution 
                          and delivery thereof by Landlord and Tenant.

  Covenants of Landlord       35.  Landlord covenants that it has the right
                          to make this Lease, and that if Tenant shall pay the
                          Rent and Additional Rent and shall perform all of 
                          Tenant's obligations under this Lease, Tenant shall, 
                          during the Term hereof, freely, peaceably and quietly
                          occupy and enjoy the full possession of the Demised
                          Premises without molestation or hindrance by 
                          Landlord or any party claiming through or under 
                          Landlord, except as otherwise provided herein.  The 
                          term "Landlord" as used herein shall mean solely the 
                          owner of Landlord's interest in the Property, 
                          whoever that may be at the relevant time, so that 
                          in the event of any sale or transfer of Landlord's 
                          interest in the Property, any prior Landlord shall 
                          be freed and relieved of all covenants and 
                          obligations of Landlord hereunder.

          Force Majeure       36.  If Landlord, as the result of any (i) 
                          strikes, lockouts, or labor disputes; (ii) inability
                          to obtain labor, materials, fuel, electricity, 
                          services or reasonable substitutes therefor, (iii) 
                          acts of God, civil commotion, fire or other casualty;
                          (iv) governmental action of any kind; or (v) other 
                          conditions similar or dissimilar to those enumerated
                          above beyond Landlord's reasonable control, fails 
                          punctually to provide any services or to perform 
                          any obligation on its part to be performed hereunder,
                          then, unless otherwise expressly provided, such 
                          failure shall be excused and not be a breach 
                          hereunder, but only to the extent occasioned by such
                          event.

          Lien for Rent       37.  Tenant hereby grants to Landlord a lien on 
                          all personal property of Tenant now or hereafter 
                          placed in or on the Demised Premises (except such 
                          part of any property as may be exchanged, replaced,
                          or sold from time to time in the ordinary course of 
                          business) and such property shall be and remain 
                          subject to such lien of Landlord for payment of all
                          Rent, Additional Rent and all other sums agreed to 
                          be paid by Tenant herein or for services or costs
                          relating to the Demised Premises that Tenant may
                          hereafter agree to pay to Landlord.  Said lien shall 
                          be in addition to and cumulative of the Landlord's 
                          lien rights provided by law.  Landlord may file and 
                          sign for Tenant a Uniform Commercial Code (UCC-1)
                          financing statement describing such lien and 
                          personalty.

        Waiver of Trial       38.  Tenant hereby waives all right to trial by 
              by Jury     jury in any claim, action, proceeding or 
                          counterclaim by either Landlord or Tenant against 
                          each other on any matters arising out of or in any 
                          way connected with this Lease, the relationship of
                          Landlord and Tenant, and/or Tenant's use or occupancy
                          of the Demised Premises.

        Attorney's Fees       39.  If, in the event of a default or 
                          threatened default by Tenant, Landlord places the 
                          enforcement of this Lease, or any part thereof, or
                          the collection of any Rent or Additional Rent due, or
                          to become due hereunder, or recovery of possession
                          of the Demised Premises in the hands of an attorney,
                          or files suit upon the same, Tenant agrees to pay
                          Landlord's attorney's fees in connection therewith.

                Brokers       40.  Landlord and Tenant each represent and 
                          warrant that except as hereinafter set forth neither
                          of them has employed any broker in carrying on the 
                          negotiations relating to this Lease.  Landlord shall
                          indemnify and hold Tenant harmless, and Tenant 
                          shall indemnify and hold Landlord harmless, from 
                          and against any claim for brokerage or other 
                          commission arising from or out of any breach of the
                          foregoing representation and warranty.  Landlord 
                          recognizes Norman Realty, Inc., as Landlord's agent,
                                     -----------------------------------------
                          and Barnes, Morris, Pardoe & Foster, Inc. and The 
                          -------------------------------------------------
                          Stuart Rabkin Company, as Tenant's agents 
                          -----------------------------------------
                          to this Lease and Landlord agrees to be responsible 
                          for the payment of all leasing commissions owed 
                          to said agents, subject to separate agreements 
                          between Landlord and said brokers. 

                Notices       41.  All notices or other communications 
                          hereunder shall be in writing and shall be deemed 
                          duly given if delivered in person or by courier or 
                          sent by certified or registered mail, return receipt 
                          requested, first class, postage prepaid, (i) if to
                          Landlord, at 3400 Idaho Avenue, N.W., Suite 500, 
                          Washington, D.C.  20016, c/o The Holladay 
                          Corporation, with a copy to Abraham J. Greenstein, 
                                                      ----------------------
                          Esq., c/o Greenstein DeLorme & Luchs, P.C., 1620 L 
                          --------------------------------------------------
                          Street, N.W., Suite 900, Washington, D.C.  20036 
                          ------------------------------------------------
                          and (ii) if to Tenant, at 11350 Random Hills Road, 
                                                    -----------------------
                          Suite 240, Fairfax, VA  22030, Attn: Chief Financial
                          ----------------------------------------------------
                          Officer with a copy to Jerry R. O'Conor, Esq., 
                          ---------------------------------------------
                          Tucker, Flyer & Lewis, 1615 L Street, N.W., Suite 
                          -------------------------------------------------
                          400, Washington,  D.C.  20036 
                          -----------------------------
                          prior to the date of commencement of this Lease 
                          and at the Demised Premises after the date of 
                          commencement of this Lease, unless notice of a 
                          change of address is given pursuant to the 
                          provisions of this Paragraph 41.  The effective 
                          date for any notice or communication hereunder 
                          shall be the date of delivery if delivered 
                          in person and three (3) business days after the 
                          date of posting if sent by mail as hereinabove 
                          provided.

          Miscellaneous       42.(a)  This Lease and the exhibits attached 
                          hereto contain and embody the entire agreement of 
                          the parties hereto, and no representations, 
                          inducements, or agreements, oral or otherwise, 
                          between Landlord and Landlord's agents and Tenant 
                          not contained in this Lease and exhibits to this 
                          Lease shall be of any force or effect.  Except as 
                          otherwise provided herein, this Lease may not be 
                          modified, changed or terminated in whole or in part 
                          in any manner other than by an agreement in writing 
                          duly signed by both parties hereto.

                                 (b) The terms, covenants and conditions 
                          hereof shall be binding upon and inure to the 
                          permitted successors in interest and assigns of the 
                          parties hereto.  Landlord may freely and fully 
                          assign its interest hereunder.

                                 (c) If any provision of this Lease or the 
                          application thereof to any person or circumstance 
                          shall to any extent be held void, unenforceable or 
                          invalid, then the remainder of this Lease or the 
                          application of such provision to persons or 
                          circumstances other than those as to which it is 
                          held void, unenforceable or invalid shall not be 
                          affected thereby, and each provision of this Lease 
                          shall be valid and enforceable to the fullest extent 
                          permitted by law.

                                       7
<PAGE>

                                  (d) Tenant shall not record this Lease 
                         without the written consent of Landlord, which any 
                         be given or denied in Landlord's sole discretion. If 
                         Landlord consents to such recordation, the cost 
                         thereof shall be paid by Tenant.

                                  (e) The captions and heading throughout 
                         this Lease are for convenience and reference only, 
                         and the words contained therein shall in no way be 
                         held or deemed to define, limit, describe, explain, 
                         modify, amplify or add to the interpretation, 
                         construction or meaning of any provision of or the 
                         scope of intent of this Lease nor in any way affect 
                         this Lease.

                                  (f) Nothing contained in this Lease shall 
                         be deemed or construed to create a partnership or 
                         joint venture of or between Landlord and Tenant, or 
                         to create any other relationship between the parties 
                         hereto other than that of Landlord and Tenant.

                                  (g) Feminine or neuter pronouns shall be 
                         substituted for those of the masculine form, the 
                         plural shall be substituted for singular number and 
                         vice versa in any place or places herein in which the 
                         context may require such substitute or substitutions.

                                  (h) If one or more Lease Addends are 
                         executed by Landlord and Tenant and attached hereto, 
                         the covenants and agreements contained in each such 
                         Lease Addends shall be incorporated into and become a 
                         part of the covenants and agreements of this Lease as 
                         if they were set forth in this instrument.

                                  (i) This Lease is to be construed under the 
                         laws of the jurisdiction in which the Property is 
                         located.

Authority of Landlord    43. Each individual executing this Lease on behalf 
           and Tenant    of Landlord and Tenant represents and warrants that 
                         he is duly authorized to execute and deliver this 
                         Lease on behalf of Landlord or Tenant in accordance 
                         with a partnership agreement or a duly adopted 
                         resolution of the Board of Directors or in accordance 
                         with bylaws and that this Lease is binding upon 
                         Landlord and Tenant in accordance with its terms.

       Bond Financing    

45.  Hazardous Materials.

                                  (a)  As use in this Lease, the term 
                          "Hazardous Material" means any flammable items, 
                          explosives, radioactive materials, hazardous or 
                          toxic substances, material or waste or related 
                          materials, including any substances defined as or 
                          included in the definition of "hazardous 
                          substances", "hazardous wastes", "infectious 
                          wastes", "hazardous materials" or "toxic 
                          substances" now or subsequently regulated under any 
                          federal, state or local laws, regulations or 
                          ordinances including, without limitation, oil, 
                          petroleum-based products, paints, solvents, lead, 
                          cyanide, DDT, printing inks, acids, pesticides, 
                          ammonia compounds and other chemical products, 
                          asbestos, PCBs and similar compounds, and including 
                          any different products and materials which are 
                          subsequently found to have adverse effects on the 
                          environment or the health and safety of persons.

                                  (b)  To the best of Landlord's knowledge, 
                          there are no Hazardous Materials in, on or under 
                          the Property as of the date of this Lease. Landlord 
                          shall be responsible for removing, at its sole cost 
                          and expense, from the Demised Premises any 
                          Hazardous Materials therein as of the date of this 
                          Lease, as Tenant's sole remedy.

                                  (c)  Tenant shall not cause or permit any 
                          Hazardous Material to be generated, produced, 
                          brought upon, used, stored, treated, discharged, 
                          released, spilled or disposed of on, in, under or 
                          about the Demised Premises, the Building, or the 
                          land (hereinafter referred to collectively as the 
                          "Property") by Tenant, its affiliates, agents, 
                          employees, contractors, subtenants, assignees or 
                          invitees; provided, however, that Tenant shall have 
                          the right to utilize such supplies as are customary 
                          in the operation of an office, so long as the 
                          storage, use and disposal thereof by Tenant are in 
                          accordance with all applicable governmental laws 
                          and regulations. Tenant shall indemnify, defend and 
                          hold Landlord harmless from and against any and all 
                          actions (including, without limitation, remedial or 
                          enforcement actions of any kind, administrative or 
                          judicial proceedings, and orders or judgements 
                          arising out of or resulting therefrom), costs, 
                          claims, damages (including, without limitation, 
                          reasonable attorneys', consultants', and experts' 
                          fees, court costs and amount paid in settlement of 
                          any claims or actions), fines,forfeitures or other 
                          civil, administrative or criminal penalties, 
                          injunctive or other relief (whether or not based 
                          upon personal injury, property damage, or 
                          contamination of, or adverse effects upon, the 
                          environment, water tables or natural resources), 
                          liabilities or losses arising from a breach of this 
                          prohibition by Tenant, its affiliates, agents, 
                          employees, contractors, subtenants, assignee or 
                          invitees.

                                  (d)  In the event that Hazardous Materials are
                          discovered upon, in, or under the Property, and any 
                          governmental agency or entity having jurisdiction over
                          the Property requires the removal of such Hazardous 
                          Materials, Tenant shall be responsible for removing 
                          those Hazardous Materials introduced on the Property
                          by Tenant or its affiliates, agents, employees, 
                          contractors, subtenants, assignees or invitees but 
                          not those of its predecessors or any other person 
                          or entity. Notwithstanding the foregoing, Tenant 
                          shall not take any remedial action in or about the 
                          Property or any portion thereof without first 
                          notifying Landlord of Tenant's intention to do so 
                          and affording Landlord the opportunity to protect 
                          Landlord's interest with respect thereto. Tenant 
                          immediately shall notify Landlord in writing of: 
                          (i) any spill, release, discharge or disposal of 
                          any Hazardous Material in, on or under the Property 
                          or any portion thereof; (ii) any enforcement, 
                          cleanup, removal or other governmental or 
                          regulatory action instituted, contemplated, or 
                          threatened (if Tenant has notice thereof) pursuant 
                          to any laws respecting Hazardous Materials; 
                          (iii) any claim made or threatened by any person 
                          against Tenant or the Property or any portion 
                          thereof relating to damage, contribution, cost 
                          recovery, compensation, loss or injury resulting 
                          from or claimed to result from any Hazardous 
                          Materials; and (iv) any reports made to any 
                          governmental agency or entity arising out of or in 
                          connection with any Hazardous Materials in, on 
                          under or about or removed from the Property or any 
                          portion thereof, including any complaints, notices, 
                          warnings, reports or asserted violations in 
                          connection therewith of which Tenant is aware. 
                          Tenant also shall supply 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 Demised 
                          Premises, the Property or Tenant's use or occupancy 
                          thereof.

                                  (e) The respective rights and obligations 
                          of Landlord and Tenant under this Paragraph 45 
                          shall survive the expiration or earlier termination 
                          of this Lease.

Tenant's Right to                 46. Tenant shall have the right to terminate 
       Terminate.         this Lease, exercisable only by giving Landlord 
                          written notice ("Tenant's Notice") at least ninety
                          (90) days' prior to the Termination Date (as 
                          hereinafter defined), which termination shall become 
                          effective only on either the last day of the second 
                          (2nd) Lease Year, the last day of the third (3rd) 
                          Lease Year, or the last day of the fourth (4th) Lease 
                          Year (the "Termination Date"). In the event that 
                          Tenant exercises its right hereunder, this Lease shall
                          continue in full force and effect until the 
                          Termination Date, whereupon Tenant shall surrender 
                          possession of the Premises in accordance with the 
                          provisions of this Lease, this Lease shall 
                          terminate as if the Termination Date were the date 
                          originally set forth herein for the expiration of 
                          the Term hereof, and all Additional Rent shall be 
                          appropriately prorated as of the Termination Date; 
                          provided, however, that Tenant's right to terminate 
                          this Lease shall be subject to Tenant's paying to 
                          Landlord, simultaneously with the delivery of 
                          Tenant's Notice to Landlord, a termination fee in 
                          an amount equal to (i) Sixty-One Thousand Three 
                          Hundred Thirty-Nine and 98/100 Dollars ($61,339.98) 
                          in the event Tenant terminates this Lease at the 
                          end of the second (2nd) Lease Year, (ii)
                          Forty-Two Thousand One Hundred Twenty-Eight and 
                          70/100 Dollars ($42,128.70) in the event Tenant 
                          terminates this Lease at the end of the third (3rd) 
                          Lease Year, or (iii) Twenty-One Thousand Six 
                          Hundred Ninety-Four and 64/100 Dollars ($21,694.64) 
                          in the event Tenant terminates this Lease at the 
                          end of the fourth (4th) Lease Year, and in addition 
                          in each case described in clauses (i), (ii)
                          and (iii), Tenant shall also pay to Landlord, on or 
                          before such Termination Date, any and all Rent, 
                          Additional Rent and other amounts due from Tenant 
                          under this Lease through the date of such termination.

47. Tenant's Right to Terminate for Lack of Licensure or Accreditation. 
                          (Intentionally omitted.)


Tenant's Work.                    48. Tenant hereby accepts the Demised 
                          Premises in their "AS-IS" condition as of the 
                          date of this Lease, subject to the other provisions 
                          of this Lease. Landlord shall have no obligation to 
                          make any improvements or alterations to the Demised 
                          Premises, except such as may be necessary to cure 
                          any violations of Legal Requirements, existing as of 
                          the date of this Lease, with respect to the Building 
                          and/or the Demised Premises.

                                  Subject to the satisfaction of each of the 
                          conditions set forth below, Landlord shall grant an 
                          allowance to Tenant in the amount of Thirty-Nine 
                          Thousand Three Hundred Thirty and 20/100 Dollars 
                          ($39,330.20) (calculated on the basis of $2.60 per 
                          rentable square foot of floor area in the Demised 
                          Premises (the "Tenant Allowance").

                                  The payment by Landlord of the Tenant 
                          Allowance shall be made upon completion of 
                          installation by Tenant of improvements and fixtures 
                          (collectively, the "Tenant's Work") and shall be 
                          subject to the satisfaction of the following 
                          conditions: (1) no such payment shall be made 
                          unless this Lease is then in full force and effect, 
                          and no default by Tenant hereunder shall have 
                          occurred and continued beyond any applicable notice 
                          and cure period; (2) the Tenant Allowance shall be 
                          used only for the construction of leasehold 
                          improvements (including parking areas and signage) 
                          and related space plans and working drawings and 
                          for signage and other mutually agreed upon items; 
                          (3) the request for and payment by Landlord of the 
                          Tenant Allowance shall be accompanied by invoice(s) 
                          from all contractor(s), subcontractors and 
                          suppliers who have performed the Tenant's Work, 
                          which shall describe the work performed in 
                          reasonable detail and certify the amount paid 
                          therefor, and by a written certification executed 
                          by Tenant's general contractor, describing in 
                          reasonable detail the Tenant's Work which is the 
                          basis of Tenant's request for payment of the Tenant 
                          Allowance, to which shall be attached an executed 
                          waiver or release by each such contractor, 
                          subcontractor and supplier of all liens as to said 
                          work.

                                  All Tenant's Work shall be subject to 
                          approval of Landlord as provided in Paragraph 13 of 
                          this Lease and Tenant shall submit to Landlord such 
                          plans and specifications therefor as shall be 
                          required by Landlord.

                                  Prior to commencing the Tenant's Work, 
                          Tenant shall provide to Landlord the name and 
                          address of each contractor which Tenant intends to 
                          employ to perform the Tenant's Work, the use of 
                          which contractor shall be subject to Landlord's 
                          prior written approval, which shall not be 
                          unreasonably withheld, conditioned or delayed if 
                          (i) the contractor is properly licensed, (ii) 
                          Landlord has had no prior experience with such 
                          contractor which was unsatisfactory to Landlord, 
                          and (iii) Landlord knows of no prior unsatisfactory 
                          experience that a third party has had with such 
                          contractor. Prior to the commencement of any of the 
                          Tenant's Work, Tenant shall deliver to Landlord, 
                          with respect to each contractor which Tenant 
                          intends to employ to perform any of the Tenant's 
                          Work, a certificate of insurance from each such 
                          contractor specifying Landlord as a named insured 
                          and evidencing that each such contractor has 
                          obtained the following insurance coverage:

                                  (a) comprehensive general liability 
                          insurance, including contractor's liability 
                          coverage, contractual liability coverage, completed 
                          operations coverage, broad form property damage 
                          endorsement and contractor's protective liability 
                          coverage, to afford protection, with limits for 
                          each occurrence, of not less than One Million 
                          Dollars ($1,000,000) with respect to bodily injury 
                          or death and One Million Dollars ($1,000,000) with 
                          respect to property damage or equivalent terms, 
                          conditions and limits under a commercial liability 
                          form policy;

                                  (b) comprehensive automobile liability 
                          insurance with limits for each occurrence of not 
                          less than One Million Dollars ($1,000,000) with 
                          respect to bodily injury or death and One Million 
                          Dollars ($1,000,000) with respect to property 
                          damage; and

                                  (c) worker's compensation or similar 
                          insurance in form and amounts required by law. Said 
                          contractors shall also comply with other reasonable 
                          industry requirements of Landlord.

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

WITNESS:                      LANDLORD:

                              BATTLEFIELD BUILDING FIVE LIMITED PARTNERSHIP,
                              a Virginia limited partnership
                                         
                              By:  Holladay Partners, Inc., its general partner


-----------------------       By:  --------------------------------------(SEAL)
                              Its: --------------------------------------



ATTEST:                       TENANT:
(Corporate Seal)              COMPUTER LEARNING CENTERS; INC. A Delaware
                              corporation                       --------



-----------------------       By:  --------------------------------------(SEAL)
                              Its: -------------------------------------------



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